Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent and the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the “Certificates”) Excluded Shares) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in reasonable such form and customary form) have such other provisions as Parent and the Company may reasonably agree prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common StockStock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Upon Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions 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 Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly As soon as practicable after the Effective Time (but in any event within ten Business Days after the Effective Time), Parent shall instruct cause the Exchange Agent 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 which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the “"Certificates”") whose shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article 2 and any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in 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 issued and paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Article 2 and the Delaware Statute. The consideration to which such holder is entitled pursuant to Section 2.2(e) be issued in the Merger will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and any dividends or other distributions to which required documents. No interest will be payable on such holder is entitled pursuant to Section 2.2(c)consideration, regardless of any delay in making payments.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) to be exchanged pursuant to Section 1.6, a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eSections 1.6 and 1.9, after giving effect to any required Tax (as defined herein) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)withholdings, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on At any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In time following the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records first anniversary of the CompanyEffective Time, a certificate representing the proper all or any number of shares of Parent Common Stock may (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.10(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be issued delivered to a transferee if the Certificate representing Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock is presented shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)for payment upon due surrender of their Certificates.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent 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 (the “Certificates”) whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of 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 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time thereto represented outstanding Shares, shares of Company Common Convertible Preferred Stock (the “Certificates”) (i) a letter or shares of transmittal reasonably acceptable Radio Broadcasting Preferred Stock shall, upon surrender to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall certificate or certificates and acceptance thereof by the Paying Agent, be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Surviving Corporation Common Stock or Merger Preferred Stock which the aggregate number of Shares, shares of Company Convertible Preferred Stock or shares of Radio Broadcasting Preferred Stock previously represented by such holder has certificate or certificates surrendered shall have been converted into the right to receive in pursuant to Sections 1.10 and 1.11 of this Agreement (with respect of to the shares of Company Surviving Corporation Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Stock, including any cash to be received in lieu of fractional shares, as provided in Section 1.12(f) below). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with its normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate or certificates representing Shares, shares of Parent Common Company Convertible Preferred Stock or shares of Radio Broadcasting Preferred Stock surrendered in exchange therefor is registered, it shall be a condition to which such holder is entitled pursuant to Section 2.2(e) and any dividends exchange that the certificate or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate certificates so surrendered shall forthwith be canceled. No interest will properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the certificate(s) surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in applicable. After the Effective Time, there shall be no further transfer on the records of the Company, a certificate Radio Broadcasting or their respective transfer agents of certificates representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares, shares of Company Common Convertible Preferred Stock is or shares of Radio Broadcasting Preferred Stock and if such certificates are presented to the Exchange AgentCompany or Radio Broadcasting for transfer, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paidthey shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.21.12(b), each Certificate certificate representing Shares, shares of Company Convertible Preferred Stock and shares of Radio Broadcasting Preferred Stock (other than certificates representing treasury Shares to be cancelled in accordance with Section 1.10(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration, cash in lieu of without any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) interest thereon, as contemplated by Sections 1.10 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.11.

Exchange Procedures. Promptly after A reasonable period prior to the Effective Time, Parent the Company and NewCo shall instruct cause the Exchange Agent, as soon as reasonably practicable following satisfaction or waiver of the conditions set forth in Article VI and prior to the Effective Time, to mail a letter of transmittal, in a form reasonably acceptable to Surf Air, NewCo and the Company to each Stockholder at the address of such holder as provided by the Company. After receipt of such letter of transmittal and any other documents that Surf Air, NewCo, the Company or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”) of the Stockholder’s shares of Company Capital Stock for the merger consideration into which such shares are convertible in the Merger, each Stockholder shall deliver to the Exchange Agent duly completed and validly executed Exchange Documents and, with respect to any of such Stockholder’s shares of Company Capital Stock represented by certificates (the “Company Stock Certificates”), surrender the Company Stock Certificates representing such Stockholder’s shares of Company Capital Stock to the Exchange Agent for cancellation. Shares of Company Capital Stock represented by book-entry (the “Company Book-Entry Shares”) shall be deemed surrendered for cancellation upon delivery of the Exchange Documents relating thereto. With respect to any shares of Company Capital Stock with respect to which the Stockholder thereof shall have delivered to the Exchange Agent duly completed and validly executed Exchange Documents in accordance with the instructions thereto at least two (2) Business Days prior to the Effective Time, together, with respect to shares of Company Capital Stock represented by Company Stock Certificates, such Company Stock Certificates for cancellation, subject to the terms of Section 1.11(e), NewCo shall cause the Exchange Agent to mail deliver to each holder such Stockholder promptly after the Effective Time the merger consideration that such Stockholder is entitled to receive pursuant to Section 1.08(a) in respect of record such shares of Company Capital Stock, including a certificate or certificates which immediately prior to book entry representing the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent NewCo Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.08(a), it being agreed and understood that any Company Stock Certificates delivered, or Company Book-Entry Shares deemed delivered, by Stockholders prior to the Certificate so Effective Time shall not be deemed to be surrendered by the Stockholder or cancelled until the Effective Time and, prior to the Effective Time, at the request of the Stockholder shall forthwith be canceledreturned to the Stockholder. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable With respect to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Capital Stock which is not registered in other than those subject to the transfer records prior sentence, within two (2) Business Days of the Companysurrender by a Stockholder of a Company Stock Certificate, a certificate representing if any, or the proper number deemed surrender of shares of Parent Common Stock may be issued Company Book- Entry Shares, with respect to a transferee if the Certificate representing such shares of Company Common Capital Stock is presented for cancellation to the Exchange Agent, accompanied by all documents reasonably required together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, subject to evidence and effect the terms of Section 1.11(e), NewCo shall cause the Exchange Agent to deliver promptly to such transfer and by evidence reasonably satisfactory Stockholder the merger consideration that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right such Stockholder is entitled to receive upon pursuant to Section 1.08(a) in respect of such surrender the certificate representing shares of Parent Common Company Capital Stock, cash in lieu including a certificate or book entry representing the number of any fractional whole shares of Parent NewCo Common Stock to which such holder is entitled pursuant to Section 2.2(e) 1.08(a), and any dividends Company Stock Certificate so surrendered, if applicable, or other distributions Company Book-Entry Shares deemed surrendered, shall be cancelled. Until so surrendered, each Company Stock Certificate or Company Book-Entry Shares outstanding after the Effective Time which has been converted into the right to receive the applicable portion of the Aggregate Merger Consideration as set forth herein, will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Aggregate Merger Consideration into which such holder is entitled securities shall have been so converted pursuant to Section 2.2(c)1.08. Subject to Section 1.13, no portion of the Aggregate Merger Consideration will be paid or delivered to the holder of any unsurrendered Company Stock Certificate or Company Book-Entry Shares with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate or Company Book-Entry Shares shall deliver the Exchange Documents pursuant hereto, together any Company Stock Certificate relating thereto.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the “Certificates”) Excluded Shares) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in reasonable such form and customary form) have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common StockStock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Upon Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions 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 Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly after (a) At or prior to the Effective Time, Parent NBC shall instruct deposit, or shall cause to be deposited, with SunTrust Bank, Atlanta (the "Exchange Agent Agent"), for the benefit of the holders of certificates of FFBS Common Stock for exchange in accordance with this Article I, certificates representing the shares of NBC Common Stock and an estimated amount of cash to mail be paid in lieu of fractional shares to each holder be paid pursuant to this Article I in exchange for outstanding shares of FFBS Common Stock. (b) Holders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company FFBS Common Stock (the “"Certificates”") (i) shall be instructed to tender such Certificates to the Exchange Agent pursuant to a letter of transmittal reasonably acceptable that NBC shall deliver or cause to be delivered to such holders as promptly as practicable following the Company (which Effective Time. Such letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the such Certificates to the Exchange Agent and shall be in reasonable and customary formAgent. (c) and (ii) instructions for use in effecting Subject to Section 1.6, after the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender Effective Time, each holder of a Certificate for cancellation Certificate(s) that surrenders such Certificate(s) to the Exchange Agent together with such letter of transmittalAgent, properly completed and duly executedwill, and such other documents as may be reasonably required pursuant to such instructionsupon acceptance thereof by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that the number of whole shares of Parent NBC Common Stock into which the shares represented by the Certificate(s) so surrendered (aggregating all Certificates surrendered by such holder) shall have been converted pursuant to this Agreement and (y) a check representing the amount of any cash in lieu of fractional shares, if any, and dividends and distributions, if any, which such holder has the right to receive hereunder with respect to the Certificate(s) so surrendered, in each case after giving effect to any required withholding tax. (d) The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as NBC or the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be appropriately endorsed or accompanied by such instruments of transfer as the Exchange Agent may reasonably require. (e) All shares of NBC Common Stock issued upon surrender of Certificates in accordance with the terms hereof (including any cash paid pursuant to this Article I) shall be deemed to have been in full satisfaction of all rights pertaining to such shares of FFBS Common Stock represented thereby. After the Effective Time, holders of Certificates shall cease to have rights with respect of to the shares of Company Common Stock formerly previously represented by such Certificate Certificates, and their sole rights shall be to exchange such Certificates for the consideration provided for in this Agreement. (after taking into account all shares f) After the Effective Time, there shall be no further transfer on the records of Company FFBS of Certificates, and if such Certificates are presented to FFBS for transfer, they shall be canceled against delivery of the consideration provided therefor in this Agreement. NBC shall not be obligated to deliver the consideration to which any former holder of FFBS Common Stock then held is entitled as a result of the Parent Merger until such holder surrenders the Certificates as provided herein. Certificates surrendered for exchange by such holder)any person constituting an "affiliate" of FFBS for purposes of Rule 145 of the Securities Act, cash in lieu of fractional shares of Parent shall not be exchanged for certificates representing NBC Common Stock until NBC has received a written agreement from such person in the form attached hereto as Exhibit 1.5(f). Neither the Exchange Agent nor any party to which such this Agreement nor any Affiliate thereof shall be liable to any holder is entitled of stock represented by any Certificate for any consideration paid to a public official pursuant to Section 2.2(e) and any dividends applicable abandoned property, escheat or other distributions to which such holder is entitled pursuant to Section 2.2(c), similar laws. NBC and the Certificate so surrendered Exchange Agent shall forthwith be canceled. No interest will entitled to rely upon the stock transfer books of FFBS to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesconclusive with respect thereto. In the event of a transfer of dispute with respect to ownership of shares of Company Common Stock which is not registered in the transfer records of the Companystock represented by any Certificate, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to NBC and the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate Agent shall be deemed at entitled to deposit any time consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (g) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to represent only NBC Common Stock having a record date after the right Effective Time shall be paid to receive upon such surrender the certificate representing shares holder of Parent Common Stockany unsurrendered Certificate, and no cash payment in lieu of any fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 1.5. Subject to the effect of Parent applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of NBC Common Stock to which issued in exchange therefor, without interest, (i) at the time of such holder is entitled pursuant to Section 2.2(e) and any surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore payable with respect to such whole shares of NBC Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such holder is entitled pursuant to Section 2.2(c)whole shares of NBC Common Stock, less the amount of any withholding taxes which may be required thereon.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Certificates immediately prior to the Effective Time represented outstanding whose shares were converted into shares of Company Parent Common Stock (the “Certificates”) pursuant to Section 1.08, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in reasonable customary form and customary formhave such other provisions as Parent may reasonably specify and be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares Certificate surrendered pursuant to the provisions of Company Common Stock formerly represented by such Certificate this Article I (after taking into account all shares of Company Common Stock then held by such holder), certain dividends and other distributions in accordance with Section 1.09(c) hereof and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(e1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)hereof, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, 1.09 each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Parent Common Stock into which the certificate representing shares of Parent Company Common Stock, Stock represented by such Certificate have been converted as provided in this Article I and the right to receive upon such surrender cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.09.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than shares of Company Common Stock that have been cancelled pursuant to Section 2.01(b)) (the “"Certificates”) "), and whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formhave such other conditions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), Merger Consideration and the Certificate so surrendered shall forthwith be canceledcancelled. No interest Subject to Section 2.03(e), under no circumstances will any holder of a Certificate be paid or accrued on entitled to receive any cash in lieu part of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Merger Consideration until such holder shall have surrendered such Certificate. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued paid in accordance with this Article II to a the transferee if the Certificate representing evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration. Except as otherwise provided in Section 2.08 hereof, no interest shall be paid or will accrue on any cash payable to holders of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled Certificates pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)provisions of this Article II on the Merger Consideration.

Exchange Procedures. Promptly after 1. After the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to for shares of Franklin Common Stock as of the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effectedTime, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation same duly transmitted to the Corporate Trust Department of Fifth Third Bank, an Ohio banking corporation, Cincinnati, Ohio, as exchange agent (the "Exchange Agent together with Agent") (or in lieu of surrendering such letter certificates, in the case of transmittaluncertificated shares or lost, properly completed and duly executedstolen, and destroyed or mislaid certificates, upon execution of such other documents documentation as may be reasonably required pursuant to such instructionsby Fifth Third), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing that the number of whole shares of Parent Fifth Third Common Stock into which such holder has the right to receive in respect of the holder's shares of Company Franklin Common Stock formerly represented shall have been converted by such Certificate the Merger pursuant to the Exchange Ratio, plus a cash payment for any fraction of a share to which the holder is entitled (after taking into account all certificates for shares of Company Franklin Common Stock then held delivered by such holder), in lieu of such fraction of a share, without any interest thereon, equal in amount to the product resulting from multiplying such fraction by the Average Closing Price (such certificates and cash being hereinafter collectively referred to as the "Exchange Fund"). Within fifteen (15) business days after the Effective Time, the Exchange Agent will send a notice and transmittal form to each Franklin shareholder of record at the Effective Time advising such shareholder of the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing Franklin Common Stock in exchange for new certificates of Fifth Third Common Stock and cash in lieu of fractional shares, or for receiving certificates of Fifth Third Common Stock and cash in lieu of fractional shares with respect to uncertificated shares of Parent Franklin Common Stock. Until so surrendered, as applicable, each uncertificated share and outstanding certificate that prior to the Effective Time represented shares of Franklin Common Stock shall be deemed for all corporate purposes to which such holder is entitled pursuant represent the right to Section 2.2(e) receive the number of full shares of Fifth Third Common Stock and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional share interests into which the same shall have been converted; provided, however, that dividends or distributions otherwise payable with respect to shares of Fifth Third Common Stock into which Franklin Common Stock shall have been so converted shall be paid with respect to such shares only when the transmittal form shall have been validly executed and delivered (and, in the case of certificated shares, the certificate or on certificates evidencing shares of Franklin Common Stock shall have been so surrendered, or in lieu of surrendering such certificates in the case of lost, stolen, destroyed or mislaid certificates, upon execution of such documentation as may be reasonably required by Fifth Third) and thereupon any unpaid such dividends and distributions payable shall be paid, without interest, to holders the holder entitled thereto subject, however, to the operation of Certificatesany applicable escheat or similar laws relating to unclaimed funds. 2. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records Any portion of the Company, a certificate representing Exchange Fund that remains unclaimed by the proper number stockholders of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time Franklin for twelve months after the Effective Time shall be paid to represent Fifth Third. Any stockholders of Franklin who have not theretofore complied with this Section I.E. shall thereafter only look to Fifth Third for payment of the right to receive upon such surrender the certificate representing shares of Parent Fifth Third Common Stock, Stock and cash in lieu of any fractional shares deliverable in respect of Parent each share of Franklin Common Stock to which such holder is entitled stockholder holds as determined pursuant to Section 2.2(e) and this Agreement, without any dividends interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Franklin Common Stock for any amount or other distributions security delivered to which such holder is entitled a public official pursuant to Section 2.2(c)applicable abandoned property, escheat or similar laws.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and Company Series B Preferred Stock (the “Certificates”) (iA) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe applicable Initial Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock the Initial Consideration which such holder has the right to receive in respect of the shares of Company Common Stock or Company Series B Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions Initial Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Company Series B Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock applicable Initial Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock or Company Series B Preferred Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)applicable Initial Consideration.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, and in any event not later than five (5) business days, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”) ") (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. (a) Promptly after the Effective Time, Parent Buyer shall instruct make available to Buyer’s transfer agent or another exchange agent selected by Buyer and reasonably acceptable to Target (the “Exchange Agent”) for exchange in accordance with this Section 3.1 the shares of Buyer Common Stock issuable and the aggregate amount of any cash payable for fractional shares pursuant to this Agreement. Promptly after the Effective Time, Buyer and Target shall cause the Exchange Agent to mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each holder of record of a certificate or certificates which represented shares of Target Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of or Book-Entry Shares appropriate transmittal reasonably acceptable to the Company materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and Agent). The Certificates or Book-Entry Shares of Target Common Stock so delivered shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to duly endorsed as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company Target Common Stock which represented by Certificates or Book-Entry Shares that is not registered in the transfer records of Target, the Company, a certificate representing the proper number of shares of Parent Common Stock consideration provided in Section 2.1 may be issued to a transferee if the Certificate Certificates or Book-Entry Shares representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxestaxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Buyer and the Exchange Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the consideration provided in Section 2.1. (b) After the Effective Time, each holder of shares of Target Common Stock (other than shares to be canceled pursuant to Section 2.3) issued and outstanding at the Effective Time shall surrender the Certificates or Book-Entry Shares representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 2.1, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) as provided for herein. Buyer shall not be obligated to deliver the consideration to which any former holder of Target Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificates or Book-Entry Shares for exchange as provided in this Section 3.1. (c) Each of Buyer, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Target Common Stock such amounts, if any, have been paidas it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or any provision of state, local or foreign Tax Law. Until surrendered To the extent that any amounts are so withheld by Buyer, the Surviving Corporation or the Exchange Agent, as contemplated by this Section 2.2the case may be, each Certificate such withheld amounts shall be deemed at any time after treated for all purposes of this Agreement as having been paid to the Effective Time to represent only holder of the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Target Common Stock to in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Any other provision of this Agreement notwithstanding, none of Buyer, the Surviving Corporation or the Exchange Agent shall be liable to a holder is entitled of Target Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to Section 2.2(e) and any dividends applicable abandoned property, escheat or other distributions to which such holder is entitled pursuant to Section 2.2(c)similar Law.

Exchange Procedures. Promptly Within five (5) business days after the Effective Time, Parent Bancorp shall instruct cause Bancorp’s transfer agent (the “Exchange Agent Agent”) to mail to each holder the shareholders of Mutual Common Stock of record of a certificate or certificates which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing shares of Mutual Common Stock prior to such Effective Time (the “Mutual Certificates”) shall pass, only upon proper delivery of the Mutual Certificates to the Exchange Agent). After such Effective Time, each holder of Mutual Common Stock issued and outstanding at such Effective Time shall surrender the Mutual Certificate or Mutual Certificates representing such shares to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the promptly upon surrender of the Certificates thereof receive in exchange for certificates representing therefor the number of shares of Parent Bancorp’s Common Stock. Upon surrender of a Certificate for cancellation Bancorp shall not be obligated to deliver any stock until such holder surrenders the Mutual Certificate(s) representing such holder’s Mutual Common Stock. The Mutual Certificate(s) so surrendered shall be duly endorsed as the Exchange Agent together with such letter may require. Any other provision of transmittalthis Agreement notwithstanding, neither Bancorp nor the Exchange Agent shall be liable to any holder of Mutual Common Stock for any amounts paid or properly completed and duly executed, and such other documents as may be reasonably required delivered in good faith to a public official pursuant to such instructionsany applicable abandoned property law. To the extent permitted by applicable law, the holder former shareholders of such Certificate record of Mutual shall be entitled to receive in exchange therefor a certificate representing that vote after the Merger Consideration has been paid pursuant to the provisions of this Section 1.05 at any meeting of Bancorp shareholders the number of whole shares of Parent Bancorp Common Stock into which their respective Mutual Common Stock are converted pursuant to the Merger, regardless of whether such holders have exchanged their Mutual Certificates for certificates representing Bancorp Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Bancorp on Bancorp Common Stock, the record date of which is at or after the Effective Time of the Merger, the declaration shall include dividends or other distributions on all shares of Bancorp Common Stock issuable pursuant to this Agreement, but beginning at such Effective Time no dividend or other distribution payable to the holders of record of Bancorp Common Stock as of any time subsequent to such Effective Time shall be required to be delivered to the holder of Mutual Certificate(s) until such holder has surrenders such Mutual Certificates for exchange as provided in this Section 1.05. However, upon surrender of such Mutual Certificate(s), both the right to receive in respect of certificate(s) representing the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Bancorp Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any such undelivered dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on (without any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate interest) shall be deemed at any time after the Effective Time delivered and paid with respect to represent only the right to receive upon each share represented by such surrender the certificate representing shares of Parent Common Stockcertificates. As used in this Agreement, cash “business day” or “business days” shall mean those days when banks in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)North Carolina are open for business.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, but in any event within 10 business days thereafter, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted into the right to receive the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares the Merger Consideration and cash in lieu of Parent Common Stockany fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (this Article II after taking into account all the shares of Company Common Stock then held by such holder)holder under all such Certificates so surrendered, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), may be issued to a transferee if person other than the person in whose name the Certificate representing such shares of Company Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by evidence reasonably satisfactory reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that any applicable stock transfer taxes, if any, have such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c) and cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.02(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.02(c) or 2.02(e).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxesTaxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificate, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable such form and have such other customary formprovisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock or for payments in exchange for fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing that whole number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 1.5 in respect such denominations and registered in such names as such holder may request and (ii) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of shares, if any, and unpaid dividends and distributions on Parent Common Stock to Stock, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article I, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate required withholding tax. The shares represented by Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, payable to holders of Certificatesshares of Company Common Stock or Company Preferred Stock. In the event of a transfer of ownership of shares of Company Common Stock which or Company Preferred Stock that is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock or Company Preferred Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.21.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the thereof a certificate representing shares of Parent Common Stock, Stock and cash in lieu of fractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, as provided in this Article I. If any fractional 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 Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to which such holder is entitled pursuant to Section 2.2(e) be paid in lieu of fractional shares, if any, and any unpaid dividends or other and distributions to which such holder is entitled pursuant to Section 2.2(c).on shares of Parent Common Stock, if any, as provided in this Article I.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each a "Certificate" and, collectively, the “"Certificates”) "), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as UCU and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (comprised of certificates representing shares of Parent UCU Common StockStock and cash in lieu of fractional shares constituting the Stock Consideration and/or the Cash Consideration) which the holder of such Certificate has a right to receive. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of record of such Certificate shall be entitled to receive in exchange therefor (i) a check representing the Cash Consideration, or (ii) (x) a certificate or certificates representing that whole number of whole shares of Parent UCU Common Stock which such holder has the right to receive pursuant to the provisions of this Article II in respect such denominations and registered in such names as such holder may request in accordance with the instructions set forth in such letter of transmittal and (y) a check representing the shares amount of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)cash, cash in lieu of fractional shares of Parent Common Stock to if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article II, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)required withholding tax, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificateswithout interest. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, (i) a check representing the Cash Consideration or (ii) a certificate representing the proper number of shares of Parent UCU Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, without interest, and unpaid dividends and distributions since the Effective Time, if any, without interest, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Class A Common Stock pursuant to Section 2.1(a) and/or the Cash Consideration (the “Certificates”) ), (i) a letter of transmittal reasonably acceptable to the Company (in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as Parent may reasonably specify, including offering holders of Certificates the ability to hold their shares of Parent Class A Common Stock in book entry form in lieu of the certificates provided for below and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Class A Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that whole number of whole shares of Parent Class A Common Stock which such holder has the right to receive pursuant to Section 2.1(a) in respect such denominations and registered in such names as such holder may request and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article II, after deduction of any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledrequired withholding tax. No interest will be paid or accrued on any the Cash Consideration or the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of Company Common Stock. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Class A Common Stock Stock, together with a check for the Cash Consideration plus cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly (and in any event within five Business Days) after the Effective Time, Parent shall instruct the Exchange Agent cause to mail 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 Stock (the “Certificates”) (i) Certificate, a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executed, validly executed in accordance with the instructions thereto and such other documents as may reasonably be reasonably required pursuant to such instructions, the holder of such Company Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate representing that the number of whole shares of Parent Common Stock which that such holder has the right to receive in respect as part of the shares Merger Consideration, a (B) a certificate representing the number of Company Common Stock formerly represented by whole Warrants that such Certificate holder has the right to receive as part of the Merger Consideration and (after taking into account all shares of Company Common Stock then held by such holder), C) a check for cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and Stock, fractional Warrants, any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.7 and any other cash to which such holder is entitled, and the Company Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paidcancelled. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Company Certificate shall be deemed at any time from and after the Effective Time Closing, for all corporate purposes, to represent only evidence the right to receive upon such surrender a portion of the certificate representing Merger Consideration. Any portion of the shares of Parent Common StockStock and cash deposited with the Exchange Agent pursuant to Section (b) above, which remains undistributed to the holders of the shares of Company Common Stock for 12 months after the Closing shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Exhibit D shall thereafter be entitled to receive from Parent payment of the Merger Consideration and any cash in lieu of any fractional shares of shares, dividends or distributions with respect to Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)holders may be then entitled.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a certificate or certificates which an outstanding Certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable customary form and customary formagreed to by Parent and the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificates. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole (A) shares of Parent Common Stock which representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to Section 2.1 (after taking into account all shares of Company Common Stock then held by such holder)) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.4(e) and any dividends or and other distributions to which such holder is entitled pursuant to Section 2.2(c2.4(c), and the Certificate so surrendered shall forthwith be canceled. No interest will 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 event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reasonably satisfactory reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxesof the registered holder of the Certificate surrendered, if any, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.22.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.4(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.4(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company ValueVision Common Stock or National Media Common Stock (including the “Series A Junior Participating Preferred Stock associated with the National Media Common Stock and issued pursuant to the National Media Rights Plan) (the "Certificates”") whose shares were converted pursuant to Section 2.1 or Section 2.2 into the right to receive shares of Parent Common Stock (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as ValueVision and National Media may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company ValueVision Common Stock or National Media Common Stock prior to the Effective Time which is not registered in the transfer records of the CompanyValueVision or National Media, respectively, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company ValueVision Common Stock or National Media Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time Immediately after the Effective Time to Time, each outstanding Certificate which theretofore represented shares of ValueVision Common Stock or National Media Common Stock shall represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to the terms hereof and shall not be deemed to evidence ownership of the number of shares of Parent Common Stock into which such holder is entitled pursuant shares of ValueVision Common Stock or National Media Common Stock would be or were, as the case may be, converted into the right to receive until the Certificate therefor shall have been surrendered in accordance with this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.4.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent or the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted pursuant to Section 2.1(c) into the right to received the Merger Price, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or Book Entry Shares to the Exchange Paying Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing shares of Parent Common StockMerger Price. Upon surrender of a Certificate or Book Entry Shares for cancellation to the Exchange Agent Paying Agent, together with such letter of transmittal, properly transmittal duly executed and completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsin accordance with its terms, the holder of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a certificate cash payment representing that number the Merger Price for each share of whole shares of Parent Company Common Stock represented thereby, subject to any applicable withholding tax, which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II, and the Certificate Certificates or Book Entry Shares so surrendered shall forthwith be canceledcancelled. No In no event shall the holder of any Certificates or Book Entry Shares be entitled to receive interest will be paid or accrued on any cash funds to be received in lieu the Merger, including any interest accrued in respect of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Payment Fund. In the event of a transfer of ownership of shares of Company Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Price may be issued to a transferee if the Certificate Certificates or Book Entry Shares representing such shares of Company Common Stock is presented to the Exchange Agent, Paying Agent accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.03(b), each Certificate Certificates or Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Price for each share of Parent Common Stock, cash in lieu of any fractional shares of Parent Company Common Stock to represented thereby as contemplated by this Article II, together with the dividends, if any, which such holder is entitled pursuant to Section 2.2(e) may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and any dividends or other which remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the Payment Fund and the distributions to which such holder is entitled pursuant to Section 2.2(c)therefrom.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeDate (but in any event within five business days after the Effective Date), Parent EZCORP shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time Date represented outstanding shares of Company Common Stock (or other certificate or agreement representing shares of capital stock of the Company which has been converted into Company Common Stock) (the “Certificates”) (i1) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii2) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockEZCORP Shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor either the Cash Consideration or a certificate representing that number of whole shares of Parent Common Stock EZCORP Shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of the Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock ) to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.1, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock applicable Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is properly endorsed and presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to EZCORP that any applicable stock share transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2Section, each Certificate shall be deemed at any time all times after the Effective Time Date to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)applicable Merger Consideration.

Exchange Procedures. Promptly after (i) As promptly as practicable following the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate representing shares of Company Common Stock (Stock, whose shares were converted pursuant to Section 2.1(c) into the “Certificates”) right to receive the Per Share Merger Consideration: (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares payment of Parent Common Stockthe Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed and properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionscompleted, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares Per Share Merger Consideration for each share of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paidcancelled. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Per Share Merger Consideration as contemplated by this Section 2.2 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. In the event of a transfer of ownership of shares of Parent Company Common StockStock that is not registered in the transfer records of the Company, cash in lieu of any fractional shares American depositary receipts or book-entries representing the proper number of Parent Common Stock ADSs, together with a check for any cash to which be paid upon due surrender of the Certificate, shall be issued to such transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any and all transfer and other Taxes required by reason of the issuance to such transferee have been paid or are not applicable. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Section 2.2(e) 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and any dividends or other distributions Parent shall cause the Exchange Agent to which pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such share of Company Common Stock, and the Book-Entry Shares of such holder is entitled pursuant to Section 2.2(c)shall forthwith be cancelled.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall be in reasonable and customary form) reasonably acceptable to the Company), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate were converted at the Effective Time (after taking into account all shares of Company Common Stock then held by such holder), cash and any payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d)), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of whole 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 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective TimeElection Deadline and in no event later than five business days after the Election Deadline, Parent Buyer shall instruct cause the Exchange Agent to mail to each holder the former shareholders of record Seller, who have not previously surrendered such Certificate or Certificates of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock (the “Certificates”) (i) a letter of Stock, appropriate transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Exchange Agent and Agent). The Certificate or Certificates of Seller Common Stock so surrendered shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to duly endorsed as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company Seller Common Stock which represented by Certificates that is not registered in the transfer records of Seller, the Company, a certificate representing portion of the proper number of Merger Consideration payable for such shares of Parent Common Stock as provided in Sections 3.1 and 3.2 may be issued to a transferee if the Certificate Certificates representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, properly endorsed or otherwise in proper form for transfer, and accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxestaxes have been paid. In the event any certificate representing Seller Common Stock 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 the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen, or destroyed certificate the Per-Share Consideration as provided for in Sections 3.1 and 3.2. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Per-Share Consideration as provided in Sections 3.1 and 3.2. (b) After the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares and Dissenter Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided for in Sections 3.1 and 3.2, without interest, pursuant to this Section 3.4. Any shares of Seller Common Stock delivered to the Exchange Agent pursuant to the procedure set forth in Section 3.2(b) and not withdrawn prior to the Effective Time shall be deemed to be surrendered to the Exchange Agent immediately after the Effective Time. Neither Buyer nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 3.4. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat, or similar Law. (c) Each of Buyer and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Seller Common Stock and Seller Options such amounts, if any, have been paidas it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, or foreign Tax Law or by any Taxing Authority or Governmental Authority. Until surrendered To the extent that any amounts are so withheld by Buyer, the Surviving Corporation, or the Exchange Agent, as contemplated by this Section 2.2the case may be, each Certificate such withheld amounts shall be deemed at any time after treated for all purposes of this Agreement as having been paid to the Effective Time to represent only holder of the right to receive upon such surrender the certificate representing shares of Parent Seller Common Stock, cash as applicable in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) deduction and any dividends withholding was made by Buyer, the Surviving Corporation, or other distributions to which such holder is entitled pursuant to Section 2.2(c)the Exchange Agent, as the case may be.

Exchange Procedures. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of paying the Merger Consideration for the Certificates. (b) Promptly after the Effective Time, but in any event not more than five (5) Business Days after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record as of a certificate or certificates which immediately prior to the Effective Time represented outstanding of shares of Company Common Stock Securities (the each such holder, a “CertificatesCompany Holder”) ), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates each Certificate representing any shares of Company Securities held by such Company Holder shall pass, only upon proper delivery of the Certificates completed letter of transmittal and such Certificate to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for certificates the total amount of Merger Consideration that such Company Holder is entitled to receive in exchange for such holder’s shares of Company Securities in the Merger pursuant to this Agreement. From and after the Effective Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Securities held by a Company Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which such Company Holder is entitled in exchange for such shares of Company Securities as contemplated by Section 2. (c) Promptly after the Effective Time, Parent Common Stockshall cause the Exchange Agent to (i) mail to each holder of Uncertificated Shares (other than Excluded Shares) materials advising such holder of the effectiveness of the Merger and the conversion of their Uncertificated Shares into the right to receive the Merger Consideration and (ii) issue in registered form to each holder of Uncertificated Shares that number of shares of Parent Stock that such holder is entitled to receive in respect of each such Uncertificated Share pursuant to this Agreement and any dividends and other distributions in respect of the Parent Stock to be issued or paid pursuant to Section 3.3. From and after the Effective Time, without any action required by the Company Holders of Uncertificated Shares, each Uncertificated Share representing shares of Company Securities held by a Company Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which such Company Holder is entitled in exchange for such Uncertificated Shares of Company Securities as contemplated by Section 2. (d) Upon surrender of by a Certificate for cancellation Company Holder to the Exchange Agent of all Certificates representing such holder’s shares of Company Securities, together with such a letter of transmittal, properly transmittal duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate each Company Holder shall be entitled to receive in exchange therefor (and the Exchange Agent shall mail to such Company Holder within ten (10) Business Days following such surrender): (i) a certificate (or certificates in the aggregate) representing that the number of whole shares of Parent Common Stock Stock, if any, into which such Company Holder’s shares of Company Securities represented by such Company Holder’s properly surrendered Certificates were converted in accordance with Section 2, and such Certificates so surrendered shall be forthwith canceled, and (ii) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.7) equal to any cash dividends and other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e3.3 (if any). (e) and If any dividends or other distributions portion of the Merger Consideration is to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if Person (as defined below) other than the Person in whose name the surrendered Certificate representing or the transferred Uncertificated Share, as applicable, is registered, it shall be a condition to such shares of Company Common Stock is presented payment that: (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such Agent any transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions Tax (as defined in Section 4.10(l)) required as a result of such payment to which a Person other than the registered holder of such holder Certificate or Uncertificated Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is entitled pursuant to Section 2.2(c)not payable. For purposes of this Agreement, “Person” means any natural person firm, corporation, partnership, company, limited liability company, trust, joint venture, association, government entity or other entity.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent Newco shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted pursuant to Section 2.1(c) into the Effective Time represented outstanding shares of Company Common Stock (right to receive the “Certificates”) Merger Consideration (i) a letter of transmittal in customary form as reasonably acceptable to agreed by the Company parties which (which A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (B) shall be in reasonable have such other provisions as American and customary form) US Airways may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate Newco Common Certificate representing that number of whole shares of Parent Newco Common Stock which that such holder has the right to receive in respect of the aggregate number of shares of Company US Airways Common Stock formerly previously represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.1(c) and a check representing cash in respect of any dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company US Airways Common Stock which that is not registered in the transfer records of the CompanyUS Airways, a certificate Newco Common Certificate representing the proper number of shares of Parent Newco Common Stock pursuant to Section 2.1(c) and a check representing cash in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be issued delivered to a transferee if the Certificate representing such shares of Company US Airways Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration that the holder of Parent Common Stock, cash such Certificate has the right to receive in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled Certificate pursuant to Section 2.2(e2.1(c) (and cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. Promptly after the Effective Time, Parent Parent, as Exchange Agent, shall instruct the Exchange Agent to mail or deliver to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Series A Preferred Stock (the “Certificates”) (iA) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Parent and shall be in reasonable and customary form) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Parent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock or Company Series A Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder)) as set forth in the Merger Consideration Spreadsheet, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Company Series A Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock or Company Series A Preferred Stock is presented to the Exchange AgentParent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the “Certificates”) Excluded Shares) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in reasonable such form and customary form) have such other provisions as Parent and the Exchange Agent may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common StockStock and (B) any unpaid dividends and other distributions. Upon Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions 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 Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. (i) Promptly after the Effective TimeTime (and in any event within five Business Days thereafter), Parent the Surviving Company shall instruct cause the Exchange Agent to mail to each holder of record of Eligible Shares that are evidenced by a certificate or certificates which immediately prior to Company Certificate notice advising such holders of the Effective Time represented outstanding shares effectiveness of Company Common Stock the Merger, including (the “Certificates”A) (i) a letter of appropriate transmittal reasonably acceptable to the Company (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu of Company Certificates, as provided in Section 2.7) to the Exchange Agent and shall be in reasonable and customary form) (the “Letter of Transmittal”), and (iiB) instructions for use surrendering Company Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates Company Certificates, as provided in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation Section 2.7) to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has for the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Merger Consideration, cash in lieu of fractional shares of Parent Common Stock Stock, if any, to be issued or paid in consideration therefor, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. Payment of the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor and any dividends or other distributions, in each case to which such holders are entitled pursuant to the terms of this Agreement with respect to Company Book-Entry Shares shall be made promptly following the Effective Time without any action on the part of the person in whose name such Company Book-Entry Shares are registered. (ii) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to Company Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent. (iii) In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records of the Company, the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 2.1(a), together with an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after deducting any required Tax withholdings as provided in Section 2.2(h)) of cash in lieu of fractional shares to be paid upon due surrender of the Company Certificate pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to in respect thereof in accordance with Section 2.2(c) or Section 5.10(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued or paid to such a transferee if the Company Certificate formerly representing such shares of Company Common Stock Eligible Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, and other similar Taxes have been paid, in each case, in form and substance reasonably satisfactory to the Exchange Agent and the Surviving Company. Payment of the Merger Consideration (and any cash in lieu of fractional shares or dividends or other distributions payable thereon) with respect to Company Book-Entry Shares shall only be made to the Person in whose name such Company Book-Entry Shares are registered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 2.22.2(b), each Company Certificate and Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration in accordance with this Article II, including any amount payable in cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(e) ), and any dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 2.2(c) or Section 5.10(c), in each case without interest.

Exchange Procedures. Promptly after After the Effective Time, Parent FNB shall instruct cause the Exchange Agent to mail to each holder the shareholders of Integrity of record of a certificate or certificates which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock transmittal materials and other appropriate written instructions (the collectively, a “CertificatesTransmittal Letter”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall be in reasonable such form and customary form) have such other provisions as FNB may reasonably specify). After the Effective Time and (ii) instructions for use in effecting upon the proper surrender of the Certificates in exchange for certificates certificate(s) representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation Integrity Stock to the Exchange Agent Agent, together with such letter of transmittal, a properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsexecuted Transmittal Letter, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common FNB Stock which such holder has and the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant hereunder (including any cash payments to Section 2.2(e) which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.7(c)), and subject to any required withholding of applicable taxes. Neither FNB nor the Certificate Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of If there is a transfer of ownership of any shares of Company Common Integrity Stock which is not registered in the transfer records of Integrity, the Company, a certificate representing the proper number of shares of Parent Common Stock may Merger Consideration shall be issued to a the transferee thereof if the Certificate certificates representing such shares of Company Common Integrity Stock is are presented to the Exchange Agent, accompanied by all documents reasonably required required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to represent FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Article I shall thereafter look only the right to receive upon such surrender the certificate representing shares FNB for payment of Parent Common Stock, their claim for FNB Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other distributions provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to which such any holder is entitled of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to Section 2.2(c)any applicable abandoned property law.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective TimeICE shall cause appropriate transmittal materials, Parent shall instruct in such form as reasonably agreed upon by ICE and NYBOT, to be provided by the Exchange Agent to mail to each holder holders of record of a certificate or certificates which immediately prior to Membership Interests as soon as practicable after the Effective Time represented outstanding shares advising such holders of Company Common Stock (the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable the Merger and the procedure for providing the Instructions to the Company (which shall specify that Exchange Agent. Upon the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsInstructions, the holder of such Certificate Book Entry Interests shall be entitled to receive in exchange therefor a certificate representing (i) evidence in book entry form of the issuance of that number of whole shares of Parent ICE Common Stock which such holder has the right to receive in respect of the shares of Company Common aggregate Stock formerly represented by Consideration that such Certificate holder is entitled to receive pursuant to Section 4.1(a) and Section 4.3 (after taking into account all Membership Interests then held by such holder) and (ii) a check in the amount (after giving effect to any required Tax withholdings) equal to the sum of (x) any cash in lieu of fractional shares and (y) any cash in respect of Company Common Stock the Cash Consideration (after taking into account all Membership Interests then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered Book Entry Interests which are the subject of such Instructions shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon such transfer and cancellation of fractional shares or on any unpaid dividends and distributions payable to holders of CertificatesBook Entry Interests. In the event of a transfer of ownership of shares of Company Common Stock which Membership Interests that is not registered in the transfer records of NYBOT, evidence in book entry form of the Company, a certificate representing issuance of the proper number of shares of Parent ICE Common Stock Stock, together with a check for any cash to be paid upon the delivery to the Exchange Agent of the Instructions, may be issued and/or paid to such a transferee if written instructions authorizing the Certificate representing such shares transfer of Company Common Stock is any Book Entry Interests are presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2If any shares of ICE Common Stock are to be issued in a name other than that in which any Book Entry Interest is registered, each Certificate it shall be deemed at a condition of such exchange that the Person requesting such exchange shall pay any time after transfer or other Taxes required by reason of the Effective Time to represent only the right to receive upon such surrender the certificate representing issuance of shares of Parent ICE Common StockStock in a name other than that of the registered holder of such Book Entry Interests, cash in lieu or shall establish to the satisfaction of ICE or the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or Self-Regulatory Organization or other entity of any fractional shares kind or nature. As used in this Agreement, (i) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) includes all U.S. federal, state, local and foreign income, profits, windfall profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of Parent Common Stock any nature whatsoever, together with all interest, penalties and additions imposed with respect to which such holder is entitled pursuant to Section 2.2(e) amounts and any dividends interest in respect of such penalties and additions, (ii) the term “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with a Tax Authority relating to Taxes, and (iii) the term “Tax Authority” includes any Governmental Entity responsible for the assessment, collection or other distributions enforcement of Laws relating to which such holder is entitled pursuant to Section 2.2(cTaxes (including the IRS and any similar state or local revenue agency).. 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Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent to mail deliver to each holder of record of a certificate or certificates which immediately prior to Certificate (other than the Effective Time represented outstanding shares Company and other than holders of Company Common Stock (the “Certificates”) (iDissenting Shares) a letter of transmittal reasonably acceptable in form satisfactory to the Company Parent (which shall specify i) specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates in accordance with Section 2.9(g)) to the Exchange Agent and shall be in reasonable and customary form) Surviving Corporation; and (ii) such other provisions as Parent or the Company may reasonably specify, together with instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing (A) the Cash Consideration and (B) the shares of Parent Common StockStock payable at Closing. Upon surrender of a Certificate for cancellation or affidavit of loss in accordance with Section 2.9(g) to the Exchange Agent Surviving Corporation together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such that Certificate shall be entitled to receive in exchange therefor a certificate representing (1) that number of whole shares of Parent Common Stock which such that the holder has the right is entitled to receive at the Closing under this Article II, and (2) a check in respect of the shares of Company Common Stock formerly represented by such Certificate amount (after taking into account all shares giving effect to any required tax withholding) of Company Common Stock then held by such holder), (x) the Cash Consideration plus (y) any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(e2.9(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu amount payable upon surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which 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 (including any unpaid dividends or other distributions in respect of those shares of Parent Common Stock under the provisions of this Article II (if any)), may be issued or paid to a such transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Exchange AgentSurviving Corporation, accompanied by all documents reasonably required to evidence and effect such the transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock are to be issued in a name other than that in which the surrendered Certificate is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(e) and exchange that the person requesting such exchange shall pay any dividends transfer or other distributions taxes required by reason of the issuance of shares of Parent Common Stock in a name other than that of the registered holder of the surrendered Certificate, or shall establish to which the satisfaction of the Parent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Stock: (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares pursuant to such letter of Parent Common Stocktransmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive receive, if any, in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e4.02(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 4.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 4.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.24.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e4.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.02(c).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “"Certificates”) ") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and Contingent Value Rights. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock Shares formerly represented by such Certificate (after taking into account all shares of Company Common Stock Shares then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and 2.08(e), any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.08(c) and the Contingent Value Right which such holder has the right to receive in respect of the Shares formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper that number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e3.08(e), any dividends or other distributions which such holder is entitled pursuant to Section 3.08(c) and the Contingent Value Rights to which such holder is entitled may be issued/distributed 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 surrendered as contemplated by this Section 2.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate representing that number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.08(c) and the Contingent Value Rights to which such holder is entitled.

Exchange Procedures. Promptly As soon as practicable after the Effective Time (but in no event later than three business days after the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company AmeriSource Common Stock or Bergen Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 3.1(a) or (the “c) ("Certificates”) "), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify, including offering holders of Certificates the ability to hold their shares of Parent Common Stock in book entry form in lieu of the certificates provided for below) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and cash in lieu of any Fractional Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that whole number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 3.1(a) or (c) in respect such denominations and registered in such names as such holder may request and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to Fractional Shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article III, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledrequired withholding tax. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any Fractional Shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of AmeriSource Common Stock or Bergen Common Stock. In the event of a transfer of ownership of shares of Company AmeriSource Common Stock or Bergen Common Stock which is not registered in on the transfer records of the CompanyAmeriSource or Bergen, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of Fractional Shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company AmeriSource Common Stock or Bergen Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock whose shares of Company Common Stock (were converted into the “Certificates”) right to receive the Merger Consideration (i) a form of letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and which shall be in reasonable customary form and contain customary formprovisions) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Uncertified Shares in exchange for certificates representing the Merger Consideration. Each holder of record of one or more shares of Parent Company Common Stock. Upon Stock shall, upon surrender of a Certificate for cancellation or transfer to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.09(c), and the Certificate shares of Company Common Stock so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) may be made to a certificate representing person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper number form for transfer and the person requesting such payment shall pay any transfer Taxes required by reason of shares the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Common Stock may be issued to a transferee if the Certificate representing that such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 2.22.10(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration. No interest shall be paid or will accrue on any payment to holders of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled Certificates or Uncertificated Share pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (iA) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.3, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.3.

Exchange Procedures. Promptly As promptly as practicable (but no later than five business days) after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares pursuant to such letter of Parent Common Stocktransmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock Shares formerly represented by such Certificate (after taking into account all shares of Company Common Stock Shares then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends cancelled and distributions payable returned to holders of Certificatesthe Company. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. (a) Promptly after the Effective Time, Parent Buyer shall instruct deposit with Computershare Limited or such other exchange agent selected by Buyer (the “Exchange Agent”) for exchange in accordance with this Section 3.2, the Merger Consideration and cash in an aggregate amount sufficient for payment in lieu of fractional shares of Buyer Common Stock to which holders of GSB Stock may be entitled pursuant to Section 3.6 (collectively, the “Exchange Fund”). In the event the cash in the Exchange Fund is insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder (including pursuant to Section 3.6), Buyer shall promptly make available to the Exchange Agent the amounts so required to satisfy such payment obligations in full. The Exchange Agent shall deliver the Merger Consideration and cash in lieu of any fractional shares of Buyer Common Stock out of the Exchange Fund. Except as contemplated by this Section 3.2, the Exchange Fund will not be used for any other purpose. (b) Unless different timing is agreed to by Buyer and GSB, as soon as reasonably practicable after the Effective Time, but in any event no more than ten (10) business days after the Effective Time, Buyer shall cause the Exchange Agent to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of GSB appropriate transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or other instruments theretofore representing shares of GSB Stock shall pass, only upon proper delivery of the such Certificates or other instruments to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holderAgent), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common GSB Stock which is represented by one or more Certificates that are not registered in the transfer records of GSB, the Company, a certificate representing the proper number of Merger Consideration payable for such shares of Parent Common Stock as provided in Section 3.1 may be issued to a transferee if the Certificate or Certificates representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxestaxes have been paid. In the event any Certificate representing GSB Stock shall have been lost, mutilated, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, mutilated, or destroyed and the posting by such Person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, mutilated, stolen, or destroyed Certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Such transmittal materials shall contain appropriate instructions for the distribution of the Merger Consideration to holders of GSB Stock ownership in book entry form in the stock records of GSB. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. Buyer or the Exchange Agent will maintain a book entry list of Buyer Common Stock to which each former holder of GSB Stock is entitled. Certificates evidencing Buyer Common Stock into which GSB Stock has been converted will not be issued. (c) Unless different timing is agreed to by Buyer and GSB, after the Effective Time, each holder of shares of GSB Stock (other than Extinguished Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing, such shares, or shall provide appropriate instructions with respect to such shares held in book entry notation form, to the Exchange Agent and shall promptly upon surrender thereof or the giving of such instructions receive in exchange therefor the consideration provided in Section 3.1, without interest, pursuant to this Section 3.2. The Certificate or Certificates of GSB Stock so surrendered shall be duly endorsed as the Exchange Agent may reasonably require. Buyer shall not be obligated to deliver the consideration to which any former holder of GSB Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 3.2. Similarly, no dividends or other distributions in respect of the Buyer Common Stock shall be paid to any holder of any unsurrendered Certificate or Certificates until such Certificate or Certificates (or affidavit in lieu thereof as provided in Section 3.2(b)) are surrendered for exchange as provided in this Section 3.2. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any GSB Entity, nor the Exchange Agent shall be liable to any holder of GSB Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat, or similar Law. (d) Each of Buyer, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of GSB Stock and GSB Options such amounts, if any, have been paidas it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, or foreign Tax Law or by any Taxing Authority or Governmental Authority; provided, however, that Buyer shall use commercially reasonable efforts to give GSB advance notice of its intentions to make any such deduction or withholding and cooperate in good faith with GSB to mitigate any such deduction or withholding to the extent permitted by Law (other than with respect to payments in respect of GSB Options described in Section 3.4). Until surrendered To the extent that any amounts are so withheld by Buyer, the Surviving Corporation, or the Exchange Agent, as contemplated by this Section 2.2the case may be, each Certificate and paid to the appropriate Governmental Authority, such withheld amounts shall be deemed at any time treated for all purposes of this Agreement as having been paid to the holder of the shares of GSB Stock or GSB Options, as applicable in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation, or the Exchange Agent, as the case may be. (e) Any portion of the Merger Consideration and cash delivered to the Exchange Agent by Buyer pursuant to Section 3.2(a) that remains unclaimed by the holder of shares of GSB Stock for six (6) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to represent Buyer. Any holder of shares of GSB Stock who has not theretofore complied with Section 3.2(c) shall thereafter look only to Buyer for the right consideration deliverable in respect of each share of GSB Stock such holder holds as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of GSB Stock for any consideration paid to a Governmental Authority pursuant to applicable abandoned property, escheat or similar Laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of GSB to establish the identity of those Persons entitled to receive upon such surrender the certificate representing shares consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of Parent Common Stocka dispute with respect to ownership of stock represented by any Certificate or Certificates, cash Buyer and the Exchange Agent shall be entitled to deposit any consideration represented thereby in lieu escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Approval of any fractional shares this Agreement by the shareholders of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)GSB shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. Promptly after the Effective Time, Parent Xxxxxx Xxxxxxx shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Halter Marine Common Stock (the “"Certificates”) ") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Xxxxxx Xxxxxxx Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Xxxxxx Xxxxxxx Common Stock which that such holder has the right to receive in respect of the shares of Company Halter Marine Common Stock formerly represented by such Certificate (after taking into account all shares of Company Halter Marine Common Stock then held by such holder), cash in lieu of fractional shares of Parent Xxxxxx Xxxxxxx Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Halter Marine Common Stock which that is not registered in the transfer records of the CompanyHalter Marine, a certificate representing the proper number of shares of Parent Xxxxxx Xxxxxxx Common Stock may be issued to a transferee only if the Certificate representing such shares of Company Halter Marine Common Stock is properly endorsed and is presented to the Exchange Agent, Agent accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Xxxxxx Xxxxxxx Common Stock, cash in lieu of any fractional shares of Parent Xxxxxx Xxxxxxx Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. Promptly after the Merger I Effective Time, Parent shall instruct the Exchange Agent to mail to each holder record holder, as of record the Merger I Effective Time, of a certificate or certificates which an outstanding Certificate that immediately prior to the Merger I Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Shares (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable customary form and customary formagreed to by Parent and the Company prior to the Merger I Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificates. Upon Promptly after the Merger I Effective Time, upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder holders of such Certificate Certificates and the holders of Certificates who previously surrendered Certificates to the Exchange Agent with properly completed and duly executed Election Forms shall be entitled to receive in exchange therefor a certificate representing that number of whole (A) shares of Parent Common Stock which representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to Section 2.3 (after taking into account all shares of Company Common Stock then held by such holder)) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.3 and this Article II, including cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.6(e) and any dividends or and other distributions to which such holder is entitled pursuant to Section 2.2(c2.6(c), and the Certificate so surrendered shall forthwith be canceled. No interest will 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 event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reasonably satisfactory reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxesof the registered holder of the Certificate surrendered, if any, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.22.6, each Certificate other than Certificates representing Appraisal Shares shall be deemed at any time after the Merger I Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.6(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.6(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent United shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted pursuant to Section 2.1(a)(iii) into the Effective Time represented outstanding shares of Company Common Stock (right to receive the “Certificates”) Merger Consideration (i) a letter of transmittal in customary form as reasonably acceptable to agreed by the Company parties which (which A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (B) shall be in reasonable have such other provisions as United and customary form) Continental may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate United Common Certificate representing that number of whole shares of Parent United Common Stock which that such holder has the right to receive in respect of the aggregate number of shares of Company Continental Common Stock formerly previously represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), pursuant to Section 2.1 and a check representing cash in lieu of fractional shares of Parent Common Stock that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Continental Common Stock which that is not registered in the transfer records of the CompanyContinental, a certificate United Common Certificate representing the proper number of shares of Parent United Common Stock pursuant to Section 2.1 and a check representing cash in lieu of fractional shares that the holder has the right to receive pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be issued delivered to a transferee if the Certificate representing such shares of Company Continental Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration that the holder of Parent Common Stock, such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.1 (and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent 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 which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the “"Certificates”") whose shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article 2 and any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in 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 issued and paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time deemed, on and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) as contemplated by this Article 2 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).the Illinois

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail a letter of transmittal 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 whose shares were converted into the right to receive shares of Purchaser Common Stock pursuant to Section 2.1 (the “Certificates”) (i) a which letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and have such other customary formprovisions as Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Purchaser Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Purchaser Common Stock which such holder has the right to receive in pursuant to Section 2.1 and (y) a check representing the amount of unpaid dividends and distributions with respect of the to such shares of Company Purchaser Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Stock, cash in lieu of fractional shares of Parent Common Stock to if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article 2, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)required withholding tax, and the shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. Purchaser will use its reasonable best efforts to cause the Exchange Agent to send such certificate and any check within three Business Days of its receipt of a Certificate and a duly executed letter of transmittal. No interest will be paid or accrued on any cash in lieu of fractional shares or on any the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, payable to holders of CertificatesTarget Stockholders. In the event of a transfer of ownership of shares of Company Target Common Stock which is not registered in on the transfer records of the CompanyTarget, a certificate representing the proper number of shares of Parent Purchaser Common Stock Stock, together with a check for the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, may be issued to a such transferee if the Certificate representing such shares of Company Target Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Purchaser Common Stock and unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, cash if any, as provided in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)this Article 2.

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall instruct the Exchange Agent 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 (the “Certificates”) whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of 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 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct cause the Exchange Agent 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 (whose shares were converted into the “Certificates”right to receive shares of Parent Common Stock pursuant to Section 2.1(b) hereof (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect pursuant to Section 2.1 and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article II, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)required withholding tax, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of Company Common Stock. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) shares, if any, and any unpaid dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)and distributions, if any, as provided in this Article II.

Exchange Procedures. Promptly (a) Appropriate transmittal materials (the “Letter of Transmittal”) in a form satisfactory to Newco and SSE shall be mailed as soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail Time to each holder of record of SSE Common Stock as of the Effective Time who did not previously submit a certificate completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by Certificates representing all shares of SSE Common Stock to be converted thereby or certificates which immediately prior other acceptable documentation. (b) At and after the Effective Time, each Certificate (except as specifically set forth in Section 2.5) shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Time, Newco shall (i) reserve for issuance with its transfer agent and registrar a letter sufficient number of transmittal reasonably acceptable shares of Newco Common Stock to pay for the Company 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 SSE Common Stock, for exchange in accordance with this Section 2.7, 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 Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and Agent, (ii) be in a form and contain any other provisions as Newco may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon the proper surrender of a Certificate for cancellation the Certificates to the Exchange Agent Agent, together with such letter of transmittal, a properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsexecuted Letter of Transmittal, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Newco Common Stock which that such holder has the right to receive pursuant to Section 2.5, if any, and a check in respect of the shares of Company Common Stock formerly represented by amount equal to the cash that such Certificate holder has the right to receive pursuant to Section 2.5, if any (after taking into account all shares of Company Common Stock then held by such holder), including any cash in lieu of fractional shares of Parent Common Stock to which shares, if any, that such holder is entitled has the right to receive pursuant to Section 2.2(e) 2.5, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.5), and the Certificate . Certificates so surrendered shall forthwith be canceled. No interest will As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Newco 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 Newco Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or accrued on any cash in lieu distributed with respect to such shares for the account of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe persons entitled thereto. In the event of If there is a transfer of ownership of any shares of Company SSE Common Stock which is not registered in the transfer records of SSE, the Company, a certificate representing the proper number of shares of Parent Common Stock may Merger Consideration shall be issued to a the transferee thereof if the Certificate Certificates representing such shares of Company SSE Common Stock is are presented to the Exchange Agent, accompanied by all documents reasonably required required, in the reasonable judgment of Newco and the Exchange Agent, to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time . (e) No dividends or other distributions declared or made after the Effective Time with respect to represent only the right Newco Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive upon such surrender the certificate representing shares of Parent Newco 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 had become payable but not paid with respect to shares of Newco Common Stock represented by such person’s Certificates. (f) The stock transfer books of SSE shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of SSE of any shares of SSE Common Stock. If, after the Effective Time, Certificates are presented to Newco, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled be paid pursuant to Section 2.2(e) and 2.5, any dividends or other distributions to which be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the holders of SSE Common Stock for six (6) months after the Effective Time shall be repaid by the Exchange Agent to Newco upon the written request of Newco. After such request is made, any holder is entitled of SSE Common Stock who has not theretofore complied with this Section 2.7 shall look only to Newco for the Merger Consideration deliverable in respect of each share of SSE Common Stock such stockholder holds, as determined pursuant to Section 2.2(c2.5 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or 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 Newco (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of SSE Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Newco and the Exchange Agent shall be entitled to rely upon SSE’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. If a dispute with respect to ownership of stock represented by any Certificate, Newco 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 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 Newco, 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.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificate, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent Agent, and shall be in reasonable such form and have such other customary formprovisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for a certificate or certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such the Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that whole number of whole shares of Parent Common Stock which such holder that the Company Stockholder has the right to receive pursuant to Section 2.1 in respect such denominations and registered in such names as the Company Stockholder may request and (B) a check representing the amount of cash in lieu of fractional shares, if any, that the Company Stockholder has the right to receive pursuant to the provisions of this Article II, after giving effect to any required withholding Tax. The shares of Company Common Stock formerly represented by such the Certificate (after taking into account all shares of Company Common Stock then held by such holder), so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions if any, payable to holders of Certificatesthe Company Stockholders. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, may be issued to a the transferee if the Certificate representing such shares of Company Common Stock held by the transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such the transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed deemed, at any time after the Effective Time Time, to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, Stock and cash in lieu of fractional shares, if any, as provided in this Article II. If any fractional Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent will deliver in exchange for the lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, with respect to the shares of Company Common Stock to which formerly represented by such holder is entitled pursuant to Section 2.2(e) Certificate, and any unpaid dividends or other and distributions to which such holder is entitled pursuant to Section 2.2(c)on the shares of Parent Common Stock, if any, as provided in this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct Dynabazaar will cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificates (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Dynabazaar may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Dynabazaar Common StockStock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing solely (A) certificates evidencing that number of whole shares of Parent Dynabazaar Common Stock which such holder has the right to receive in accordance with Section B.2.(a) and (B) cash in respect of fractional shares as provided in Section B.2.(e) (the shares of Company Dynabazaar Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), and cash in lieu respect of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cbeing referred to, collectively, as the "MERGER CONSIDERATION"), and except that Shares held at the Certificate so Effective Time in book-entry form shall be exchanged for Merger Consideration in accordance with the customary procedures of the Depository Trust Company. Certificates surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu canceled as of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Effective Time. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of LQ as of the CompanyEffective Time, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued and paid in accordance with this Section to a transferee if the Certificate representing evidencing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender ownership of the certificate representing number of full shares of Parent Dynabazaar Common Stock, and cash in lieu respect of any fractional shares of Parent Common Stock to shares, into which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Shares shall have been so converted.

Exchange Procedures. Promptly Parent will cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as practicable after the Effective Time, Parent shall instruct Time by the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to Company Shares (other than Excluded Company Shares and Dissenting Shares) as of the Effective Time represented outstanding shares by Certificates. The transmittal materials will advise the holders of Company Common Stock (Shares of the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable the Merger and the procedure for surrendering Certificates representing the Company Shares to the Exchange Agent. Upon the surrender by a holder of Company Shares of a Certificate representing such Company Shares (which shall specify that delivery shall be effected, and risk or affidavit of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates in lieu thereof in accordance with Section 5.2(g)) to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting accordance with the surrender terms of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittaltransmittal materials, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the each holder of such Certificate shall Company Shares will be entitled to receive receive, pursuant to Section 5.1 in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock which such that the holder is entitled to receive pursuant to this Article V, and/or (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 5.2(e) in lieu of fractional shares, plus (B) cash payable pursuant to Section 5.1, plus (C) any unpaid dividends or other distributions with respect to the Parent Common Stock that the holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c5.2(c), and and, in each case, the Certificate so surrendered shall will forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of If a transfer of ownership of shares of Company Common Stock which Shares formerly represented by a Certificate is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect of the Certificate, shall be issued and/or paid to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such the transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered as contemplated in exchange therefor is registered, it will be a condition of the exchange that the Person requesting the exchange will pay any transfer or other Taxes required by this Section 2.2, each Certificate shall be deemed at any time after reason of the Effective Time to represent only the right to receive upon such surrender the certificate issuance of certificates representing shares of Parent Common StockStock in a name other than that of the registered holder of the Certificate surrendered, cash in lieu of any fractional shares or will establish to the satisfaction of Parent Common Stock to which such holder or the Exchange Agent that the Tax has been paid or is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent 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 (whose shares were converted into the “Certificates”) right to receive shares of Parent Common Stock pursuant to Section 2.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e2.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c2.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive 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 2.7(e) and any dividends or distributions payable pursuant to Section 2.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall instruct the Exchange Agent 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 (the “Certificates”) whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of 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 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Parent SPAH shall instruct cause the exchange agent selected by SPAH, which shall be an independent transfer agent or trust company (the “Exchange Agent Agent”) to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of FFC appropriate transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of FFC Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and Agent). The certificate or certificates of FFC Common Stock so surrendered shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to duly endorsed as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company FFC Common Stock which is represented by certificates that are not registered in the transfer records of FFC, the Company, a certificate representing the proper number of Merger Consideration payable for such shares of Parent Common Stock as provided in Section 3.1 may be issued to a transferee if the Certificate certificates representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxesTaxes have been paid. In the event any certificate representing FFC Common Stock 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 the posting by such person of a bond in such amount as SPAH may reasonably direct, or an indemnification agreement reasonably acceptable to SPAH, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. SPAH shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (b) After the Effective Time, each holder of shares of FFC Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefore the consideration provided in Section 3.1, without interest, pursuant to this Section 4.1. SPAH shall not be obligated to deliver the consideration to which any former holder of FFC Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither SPAH, nor any FFC Entity, nor the Exchange Agent shall be liable to any holder of FFC Common Stock or to any holder of FFC Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of SPAH and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of FFC Common Stock such amounts, if any, have been paidas it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law or by any Taxing Authority or Governmental Authority. Until surrendered To the extent that any amounts are so withheld by SPAH, the Surviving Corporation or the Exchange Agent, as contemplated by this Section 2.2the case may be, each Certificate such withheld amounts shall be deemed at any time after treated for all purposes of this Agreement as having been paid to the Effective Time to represent only holder of the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent FFC Common Stock to or FFC Rights, as applicable in respect of which such holder is entitled pursuant to Section 2.2(ededuction and withholding was made by SPAH, the Surviving Corporation or the Exchange Agent, as the case may be. (d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Adoption of this Agreement by the stockholders of FFC shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. (a) Promptly after the Effective TimeTime of the Holding Company Merger, Parent the Buyer shall instruct cause the Exchange Agent exchange agent selected by the Buyer (the "EXCHANGE AGENT"), subject to the reasonable satisfaction of the Company, which may be an Affiliate of the Buyer, to mail to each holder the shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing shares of the Company prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After such Effective Time, each holder of Company Shares issued and outstanding at such Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to SECTION 2.2(C)) shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Buyer's Stock to which such holder is entitled pursuant to Section 2.2(e) and hereunder, plus any dividends or other distributions cash payments to which such holder is entitled pursuant hereunder in respect of rights to Section 2.2(c), and receive fractional shares. The Buyer shall not be obligated to deliver any of such payments in cash or stock until such holder surrenders the Certificate certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. No interest will Any other provision of this Agreement notwithstanding, neither the Buyer nor the Exchange Agent shall be liable to any holder of Company Shares for any amounts paid or accrued on properly delivered in good faith to a public official pursuant to any cash in lieu applicable abandoned property Law. (b) To the extent permitted by applicable Law, former shareholders of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records record of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time entitled to vote after the Effective Time of the Holding Company Merger at any meeting of the Buyer's shareholders the number of whole shares of the Buyer's Stock into which their respective Company Shares are converted pursuant to represent only the right Holding Company Merger, regardless of whether such holders have exchanged their certificates representing such Company Shares for certificates representing the Buyer's Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer's Stock, the record date for which is at or after the Effective Time of the Holding Company Merger, the declaration shall include dividends or other distributions on all shares of the Buyer's Stock issuable pursuant to receive upon this Agreement, but beginning at such surrender Effective Time no dividend or other distribution payable to the holders of record of the Buyer's Stock as of any time subsequent to such Effective Time of the Holding Company Merger shall be delivered to the holder of any certificate representing any of the Company Shares issued and outstanding at such Effective Time until such holder surrenders such certificate for exchange as provided in this SECTION 2.5. However, upon surrender of such certificate(s), both the certificate(s) representing the shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common the Buyer's Stock to which such holder is entitled pursuant to Section 2.2(e) and any such undelivered dividends or and other distributions (without any interest) shall be delivered and paid with respect to which each share represented by such holder is entitled pursuant to Section 2.2(c)certificates.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which that, immediately prior to the Effective Time Time, represented outstanding shares of Indiana Common Stock or SIGCORP Common Stock (collectively, the "CERTIFICATES") that were converted (collectively, the "CONVERTED SHARES") into the right to receive shares of Company Common Stock (collectively, the “Certificates”"COMPANY SHARES") pursuant to Section 2.1, (i) a form of letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon proper actual delivery of the Certificates such Certificate to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of Certificates or affecting any necessary book-entry transfers in the Certificates case of uncertificated shares of Indiana Common Stock or SIGCORP Common Stock in exchange for certificates representing shares of Parent Common StockCompany Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by agreement of Indiana and SIGCORP) or evidence of any necessary book-entry transfers in the case of uncertificated shares, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsthe Exchange Agent shall require, the holder of such Certificate or person on whose behalf such book- entry transfer is made shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which Company Shares that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates2. 1. In the event of a transfer of ownership of shares of Company Common Stock which Converted Shares that is not registered in the transfer records of Indiana or SIGCORP, as the Companycase may be, a certificate representing the proper number of shares of Parent Common Stock Company Shares may be issued to a the transferee if the Certificate representing such shares of Company Common Stock Converted Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that transfer. If any applicable stock transfer taxes, if any, Certificate shall have been paidlost, stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity as the Company or the Exchange Agent may reasonably require, and (z) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of Company Shares into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.

Exchange Procedures. Promptly (a) At and after the Effective Time, Parent each Old Certificate evidencing outstanding shares of HopFed Common Stock (other than shares of Exempt HopFed Stock”) shall instruct represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. (b) As promptly as practicable after the Effective Time (and provided HopFed has delivered to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations hereunder), the Exchange Agent shall mail to each record holder of record of a certificate or certificates which HopFed Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) and that has not submitted their Old Certificates with an Election Form, a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) providing instructions as to the transmittal to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing shares the issuance of Parent Common Stock. Upon surrender of a Certificate the Stock Consideration, and the Cash Consideration in exchange for cancellation the Old Certificates pursuant to the Exchange Agent together with such letter terms of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate this Agreement. (c) First Financial shall be entitled to receive in exchange therefor cause a certificate New Certificates representing that number of whole shares of Parent First Financial Common Stock which such that each holder of HopFed Common Stock has the right to receive and a check in respect the amount of such holder’s proportionate share of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Cash Consideration, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)as applicable, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, if any, to be delivered to such shareholder as soon as reasonably practicable after delivery to First Financial of the Old Certificates (or bond or other indemnity satisfactory to First Financial if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, in the form and substance satisfactory to First Financial, and any other documents required by this Agreement or reasonably requested by First Financial or the Exchange Agent. No interest will be paid on any unpaid Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on First Financial common stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of HopFed Common Stock converted in the Merger into the right to receive shares of First Financial Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Article II. After becoming so entitled in accordance with this Section 2.2, the record holder thereof also 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 First Financial common stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of HopFed shall be closed immediately prior to the Effective Time and distributions payable from and after the Effective Time there shall be no transfers on the stock transfer records of HopFed of any shares of HopFed Common Stock. If, after the Effective Time, Old Certificates are presented to holders First Financial, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (f) First Financial shall be entitled to rely upon HopFed’s stock transfer books to establish the identity of Certificatesthose persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a transfer of dispute with respect to ownership of stock represented by any Old Certificate, First Financial shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party selected by First Financial and thereafter be relieved from any and all liability with respect to any claims thereto. (g) 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 First Financial, the posting by such person of a bond or other indemnity satisfactory to First Financial as indemnity against any claim that may be made against it with respect to such Old Certificate, First Financial will issue in exchange for such affidavit of lost, stolen, or destroyed Old Certificate, the Merger Consideration deliverable in respect thereof pursuant to, and in accordance with, the other terms and conditions of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company HopFed Common Stock which that are held as treasury stock of HopFed or owned by HopFed or First Financial (other than shares held in a fiduciary capacity, including shares pledged as collateral on the HopFed ESOP loan, or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist, and no stock of First Financial or other consideration shall be exchanged therefor. (i) If outstanding Old Certificates are not surrendered or the payment for them is not registered claimed prior to the date on which the Merger Consideration payable therefor would otherwise escheat to, or become the property of any governmental unit or agency, the unclaimed Merger Consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of First Financial (and to the extent not in the transfer records its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled thereto. (j) Any portion of the Company, a certificate representing Exchange Fund that remains unclaimed by the proper number shareholders of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time HopFed for twelve (12) months after the Effective Time shall be paid to represent the Surviving Corporation. Any former shareholders of HopFed who have not theretofore complied with this Article II shall thereafter look only to the right to receive upon such surrender Surviving Corporation for payment of the certificate representing shares of Parent Common StockMerger Consideration, cash in lieu of any fractional shares of Parent and any unpaid dividends and distributions on the First Financial Common Stock to which deliverable in respect of each former share of HopFed Common Stock such holder is entitled shareholder holds as determined pursuant to Section 2.2(ethis Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of First Financial, HopFed, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of HopFed Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (k) If any certificate representing shares of First Financial Common Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of the Merger Consideration in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (l) First Financial shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any Cash Consideration or cash in lieu of fractional shares of First Financial Common Stock, cash dividends or other distributions to which such holder is entitled payable pursuant to this Section 2.2(c)2.2 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of HopFed Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by First Financial or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of HopFed Common Stock in respect of which the deduction and withholding was made by First Financial or the Exchange Agent, as the case may be.

Exchange Procedures. Promptly (and in any event no more than five Business Days) after the Effective Time, Parent shall instruct the Exchange Agent 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 (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock formerly represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), and cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and (2) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock formerly represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), in each case, without any interest thereon.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the Effective Time), Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which Company Certificate that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock, a letter of transmittal (in customary form and reasonably acceptable to the Company) to be used to effect the exchange of such Company Certificate for the Merger Consideration payable in respect of the shares of Company Common Stock (the “Certificates”) (i) a represented by such Company Certificate, along with instructions for using such letter of transmittal reasonably acceptable to effect such exchange. The letter of transmittal (or the Company (which instructions thereto) shall specify that delivery of any Company Certificate shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon proper delivery of such Company Certificate to the Certificates Exchange Agent. Such letter of transmittal shall be in such form and have such other provisions as Parent may reasonably specify. (ii) Upon surrender to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Company Certificate for cancellation to cancellation, together with a duly completed and executed letter of transmittal and any other documents that may reasonably be required by the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, Agent: (A) the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate Parent Certificate representing that the number of whole shares of Parent Common Stock which Stock, if any, and that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holderpursuant to Section 2.4(c)(i) and Section 2.4(c)(iv), any cash in lieu of fractional shares of Parent Common Stock to which as provided in Section 2.5(e), and any unpaid dividends and distributions that such holder is entitled has the right to receive pursuant to Section 2.2(e2.5(c) (all after giving effect to any required withholding of Taxes); and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (B) the Company Certificate so surrendered shall forthwith be canceledcancelled. No interest will shall be paid or accrued accrue on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions distributions, if any, payable to holders of Company Certificates. . (iii) In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock (including any cash in lieu of fractional shares and any unpaid dividends and distributions that such holder has the right to receive under this Agreement) may be issued or paid to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents reasonably required to evidence and effect such transfer transfer, including such signature guarantees as Parent or the Exchange Agent may request, and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. . (iv) Until surrendered as contemplated by this Section 2.22.5(b), each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon surrender of a Company Certificate and execution of such surrender other documents as the certificate representing Exchange Agent may require, the Merger Consideration payable in respect of the shares of Parent Company Common Stock, Stock represented by such Company Certificate as provided in Section 2.4(c)(i) and Section 2.4(c)(iv) (including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled and any unpaid dividends and distributions payable pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cthe terms of this Agreement).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct cause the Exchange Agent 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 (and Company Preferred Stock, as well as to all Company optionholders, warrantholders and noteholders, as applicable, whose shares, options, warrants and notes were converted into the “Certificates”) right to receive shares of Parent Common Stock and options and warrants to purchase Parent Common Stock pursuant to Section 1.4, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, the option agreements and/or the warrant agreements shall pass, only upon proper delivery receipt of the Certificates to Certificates, the Company option agreements and/or the Company warrant agreements by the Exchange Agent Agent, and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, the Company option agreements and/or the Company warrant agreements in exchange for certificates or agreements (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock and options and warrants to purchase shares of Parent Common Stock. Upon surrender of a Certificate Certificate, an option agreement and/or a warrant agreement 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, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate Certificate, Company option agreement and/or Company warrant agreement shall be entitled to receive in exchange therefor a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing that the number of whole shares of Parent Common Stock which such holder has the right and/or options and/or warrants to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing purchase shares of Parent Common Stock, and the amount in cash in lieu of any fractional shares of Parent Common Stock to Stock, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e1.4, and the Certificate, Company option agreement and/or Company warrant agreement so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock and Company Preferred Stock and each option and warrant to purchase shares of Company Common Stock and/or Company Preferred Stock, will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends with respect to the capital stock, to evidence (i) and any dividends or other distributions to the ownership of the number of full shares of Parent Common Stock into which such holder is entitled pursuant shares of Company Common Stock and Company Preferred Stock shall have been so converted, (ii) the ownership of the number of options and warrants to purchase shares of Parent Common Stock into which such Company options and warrants shall have been so converted, and (iii) the right to receive the amount in cash in lieu of any fractional shares of Parent Common Stock, if any, in accordance with Section 2.2(c)1.4.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, but in any event within ten (10) business days following the Effective Time, Parent shall instruct cause the Exchange Agent to mail provide appropriate transmittal materials, which will be reasonably agreed upon by Parent and the Company, to each holder holders of record of a certificate or certificates which immediately prior to Shares as of the Effective Time represented outstanding shares advising such holders of Company Common Stock (the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation to the Exchange Agent together in accordance with the terms of such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionstransmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in an aggregate amount (after giving effect to any required tax withholdings) equal to the sum of (A) the Cash Consideration, (B) any cash in lieu of fractional shares and (C) any cash dividends or other distributions and (z) any other dividends or distributions, in each case that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu consideration or other property payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(e) and exchange that the Person requesting such exchange shall pay any dividends transfer or other distributions 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 Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Parent Purchaser shall instruct cause the Exchange Paying Agent to mail (or in the case of The Depository Trust Company on behalf of “street” holders, deliver) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificate (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Paying Agent, and which letter shall be in reasonable customary form and customary form) have such other provisions as are reasonably satisfactory to both Company and Purchaser and (ii) instructions for use in effecting the surrender of the such Company Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Paying Agent together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Paying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that therefor, and Purchaser shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable, the cash amount equal to (x) the number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Company Certificate multiplied by (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(ey) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledMerger Consideration. No interest will be paid or accrued will accrue on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing check in the proper number amount of shares of Parent Common Stock the aggregate Merger Consideration that such holder has the right to receive pursuant to Section 1.8 may be issued and paid with respect to such Company Common Stock to such a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, Paying Agent accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxestaxes have been paid. (b) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Company Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Agreement. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.8(b) shall, upon receipt by the Paying Agent of an “agent’s message” (or such other evidence, if any, have been paidof surrender as the Paying Agent may reasonably request) be entitled to receive in exchange therefor, and Purchaser shall cause the Paying Agent to pay and deliver as promptly as practicable the cash amount equal to (x) the number of shares of Company Common Stock represented by such Book-Entry Shares multiplied by (y) the Merger Consideration. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or accrue on any time after the Effective Time to represent only the right to receive cash payable upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Book-Entry Shares.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct and in any event within three (3) Business Days thereafter, the Exchange Agent to mail will send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) other than Dissenting Shares or shares to be cancelled pursuant to Section 1.7(f), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Certificates and Book-Entry Shares to the Exchange Agent and shall be in a reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for certificates representing shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Common Stock. Upon a Certificate or Book-Entry Shares, upon surrender of a Certificate for cancellation or Book-Entry Shares to the Exchange Agent together with such letter of transmittal, properly completed duly executed and duly executedcompleted, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares Merger Consideration (less any applicable withholding Taxes), without interest, for each share of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Book-Entry Share as the case may be, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares shall be required to provide a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 1.7(a). In lieu thereof, each holder of fractional record of one or more Book-Entry Shares other than Dissenting Shares or shares or on any unpaid dividends and distributions payable to be cancelled pursuant to Section 1.7(f) shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (it being understood that the holders of Certificates. In Book-Entry Shares shall be deemed to have surrendered such Book-Entry Shares upon receipt by the event Exchange Agent of a transfer of ownership of shares such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request) be entitled to receive the Merger Consideration (less any applicable withholding Taxes), without interest, for each share of Company Common Stock which is not registered in formerly represented by such Book-Entry Share and the transfer records Book-Entry Shares of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)so surrendered shall forthwith be cancelled.

Exchange Procedures. Promptly Appropriate transmittal materials, to be reasonably agreed upon by Parent and the Company, shall be provided as soon as practicable after the Effective Time, Parent shall instruct Time by the Exchange Agent to mail to each holder holders of record of a certificate or certificates which immediately prior to Outstanding Shares converted in the Effective Time represented outstanding shares Merger, advising such holders of Company Common Stock (the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Exchange Agent together in accordance with the terms of such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionstransmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor (1) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (2) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.2(c), and and, in each case, the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions 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 Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. (a) On the Closing Date, Parent shall make available to Parent’s transfer agent or another exchange agent selected by Parent and which is reasonably acceptable to the Company (the “Exchange Agent”), for exchange in accordance with this Section ‎1.9, the shares of the Parent Common Stock issuable pursuant to this Agreement. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent to mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each holder of record of a certificate Company Certificate or certificates which Book-Entry Shares immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of Time, appropriate transmittal reasonably acceptable to the Company materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Company Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Company Certificates or Book-Entry Shares to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender Agent). Each holder of the Certificates in exchange for certificates representing shares of Parent Company Common Stock. Upon surrender of a Certificate for cancellation Stock that have been converted into the right to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate receive Merger Consideration shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive Merger Consideration in respect of the shares (i) any share of Company Common Stock formerly represented by a Company Certificate upon surrender to the Exchange Agent of such Certificate Company Certificate, together with a duly completed and validly executed letter of transmittal and duly endorsed as the Exchange Agent may require or (after taking into account all shares ii) any Book-Entry Share upon receipt of Company Common Stock then held an “agent’s message” by the Exchange Agent, together with such holder)other evidence, cash in lieu if any, of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatestransfer as the Exchange Agent may reasonably request. In the event of a transfer of ownership of shares of Company Common Stock which is represented by Company Certificates or Book-Entry Shares that are not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock consideration provided in Section ‎1.6 may be issued to a transferee if the Certificate Company Certificates representing such shares of Company Common Stock is presented or Book-Entry Shares are delivered to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxesTaxes have been paid. If any Company Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Company Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Parent and the Exchange Agent may reasonably require, and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Company Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the consideration provided in Section ‎1.6. No interest will accrue or be paid to any holder of Company Common Stock. (b) After the Effective Time, each holder of shares of Company Common Stock (other than shares to be canceled pursuant to Section ‎1.6(b)) shall submit a duly completed and validly executed letter of transmittal, duly endorsed as the Exchange Agent may require (or, in the case of Book-Entry Shares, such other evidence, if any, of the transfer as the Exchange Agent may reasonably request) together with (except in the case of a holder of Book-Entry Shares) the Company Certificate or Company Certificates representing such shares and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section ‎1.6 in one or more shares of Parent Common Stock which shall be in uncertificated book entry form unless a physical certificate is requested, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section ‎1.6. Parent shall not be obligated to deliver the Merger Consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders or transfers such holder’s Company Certificate or Company Certificates or Book-Entry Shares for exchange as provided in this Section ‎1.9. (c) Each of Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of any state, local, or foreign Tax Law, unless they have been paidpresented with documentation that eliminates the requirement to withhold, and to request any necessary Tax forms, as applicable, or any other proof of exemption from withholding or similar information, from the shareholders of the Company or other recipient of payments in respect of which such deduction and withholding was made. Until surrendered To the extent that any amounts are so withheld by Parent, the Surviving Corporation or the Exchange Agent, as contemplated by this Section 2.2the case may be, each Certificate such withheld amounts shall be deemed treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Exchange Agent, as the case may be. Each of Parent, the Surviving Corporation and the Exchange Agent shall provide any documentation of such deduction or withholding as reasonably requested by the shareholders of the Company or other recipient of payments in respect of which such deduction and withholding was made. (d) Any portion of the aggregate Merger Consideration that remains unclaimed by the holders of Company Common Stock for one year after the Effective Time shall be returned to Parent (together with any dividends or earnings in respect thereof). Any holders of Company Common Stock who have not theretofore complied with this ‎Article 1 shall thereafter be entitled to look only to Parent, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of Company Common Stock such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (e) Any other provision of this Agreement notwithstanding, none of Parent, the Surviving Corporation or the Exchange Agent shall be liable to a holder of Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts of consideration remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) If, at any time after the Effective Time Time, any further action is necessary or desirable to represent only carry out the right purposes or intent of this Agreement and to receive upon such surrender vest the certificate representing shares Surviving Corporation with full right, title and possession to all Assets, property, rights, privileges, powers and franchises of the Company and Sub, the directors and officers of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and the Surviving Corporation shall have the authority to which take all such holder is entitled pursuant to Section 2.2(e) lawful and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)necessary action.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Industrial Scientific Common Stock (whose shares were converted into the “Certificates”) (iright to receive cash pursuant to Section 1.05(b) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Industrial Scientific Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Industrial Scientific Common Stock to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Industrial Scientific Common Stock, in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a certificate or certificates representing shares of Parent Industrial Scientific Common Stock. Upon surrender of a Certificate for cancellation to Stock and acceptance thereof by the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsAgent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Industrial Scientific Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be issued no further transfer on the records of Industrial Scientific or its transfer agent of certificates representing shares of Industrial Scientific Common Stock and if such certificates are presented to Industrial Scientific for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the shares of Industrial Scientific Common Stock represented by such certificate or certificates. If any Merger Consideration is to be remitted to a transferee if name other than that in which the Certificate representing such shares of Company certificate for the Industrial Scientific Common Stock surrendered for exchange is presented registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Industrial Scientific, or its transfer agent, any transfer or other taxes required by reason of the payment of the Merger Consideration to a name other than that of the registered holder of the certificate surrendered, or establish to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect satisfaction of Industrial Scientific or its transfer agent that such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, 1.08 each Certificate certificate for shares of Industrial Scientific Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration allocable to the shares represented by such certificate representing shares as contemplated by Section 1.05(b). No interest will be paid or will accrue on any amount payable as Merger Consideration. Subject to completion of Parent the documentation referred to above, the Merger Consideration shall be paid at the Effective Time to holders of Industrial Scientific Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the “Certificates”) Excluded Shares) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common StockStock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Upon Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares as provided in Section 4.2(e) plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions taxes required by reason of the issuance of certificates of shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly The Surviving Corporation shall instruct the Share Exchange Agent to mail, within Ten (10) business days after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced the outstanding shares of Company Common Stock Shares (the “Certificates”) ) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Share Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) subject to the reasonable and customary form) approval of EBC, and (ii) instructions for use in effecting to effect the surrender of the Certificates (or Affidavit of lost shares “Lost Share Affidavit”) in exchange for the certificates representing evidencing shares of Parent Coconut Palm Common Stock. Upon surrender of a Certificate Certificate, or Lost Share Affidavit, along with an accompanying indemnity bond, if requested, for cancellation to the Share Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Coconut Palm Common Stock which that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock Shares formerly represented evidenced by such Certificate Certificate, (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eB) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(d), and (C) cash in lieu of fractional shares of Coconut Palm Common Stock to which such holder is entitled pursuant to Section 2.02(d), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares Shares of Company EBC Class A Common Stock, Class B Common Stock which or Class A Preferred Stock that is not registered in the transfer records of EBC, the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued and paid in accordance with this Article II to a transferee if the Certificate representing evidencing such shares of Company Common Stock Shares is presented to the Share Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer (including proper endorsements) and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paidpaid or by the transferee requesting such payment paying to the Share Exchange Agent any such transfer tax; any such evidence of transfer and payment of transfer taxes shall be reasonably acceptable to Coconut Palm. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Merger Consideration.

Exchange Procedures. Promptly 2.4.1 As of the Effective Time of the Merger, CBB shall have deposited with the Exchange Agent for the benefit of the holders of shares of Bancorp Stock, an amount of cash equal to the Aggregate Purchase Price (the "Exchange Fund"). 2.4.2 CBB shall use its best efforts to ensure that the Exchange Agent will mail, promptly after the Effective TimeTime of the Merger, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Bancorp Stock (the “"Certificates”") whose shares were converted into the right to receive the Per Share Price pursuant to Section 2.2 hereof, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as CBB and Bancorp may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Per Share Price. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that cash in an amount equal to the product of the Per Share Price and the number of whole shares of Parent Common Bancorp Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(ethe Certificate(s) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatessurrendered. In the event of a certificate is surrendered representing Bancorp Stock, the transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Bancorp, the Company, a certificate representing applicable portion of the proper number of shares of Parent Common Stock Aggregate Purchase Price may be issued to a transferee if the Certificate representing such shares of Company Common Bancorp Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.4, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the certificate representing applicable portion of the purchase price. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Parent Common Bancorp should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof such bond in form and substance and with surety reasonably satisfactory to CBB and shall be entitled to receive the applicable portion of the purchase price in accordance with Sections 2.2 and 2.3 hereof. 2.4.3 All cash consideration issued upon the surrender for exchange of Bancorp Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Bancorp Stock, cash in lieu and there shall be no further registration of any fractional transfers on the stock transfer books of the Surviving Corporation of the shares of Parent Common Bancorp Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to CBB for any reason, they shall be canceled and exchanged as provided in this Agreement. 2.4.4 Any portion of the Exchange Fund which remains undistributed to the shareholders of Bancorp following the passage of six months after the Effective Time of the Merger shall be delivered to CBB, upon demand, and any shareholders of Bancorp who have not theretofore complied with this Section 2.4 shall thereafter look only to CBB for payment of their claim for cash from the Exchange Fund. 2.4.5 Neither CBB nor Bancorp shall be liable to any holder of shares of Bancorp Stock for such holder is entitled cash from the Exchange Fund delivered to a public official pursuant to Section 2.2(e) and any dividends applicable abandoned property, escheat or other distributions to which such holder is entitled pursuant to Section 2.2(c)similar law.

Exchange Procedures. Promptly after the Effective Time, Parent and Subject Company shall instruct cause the exchange agent selected by Parent (the "Exchange Agent Agent") to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Subject Company Common Stock (the “Certificates”) (i) a letter of appropriate transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Subject Company Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). Subject Company shall have the right to review the transmittal materials. The Exchange Agent may establish reasonable and customary rules and procedures in connection with its duties. After the Effective Time, each holder of shares of Subject Company 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 in reasonable and customary form) and (ii) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor a certificate representing that number the consideration provided in Section 3.1 of whole shares of Parent Common Stock which such holder has the right to receive 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. To the extent required by Section 3.4 of this Agreement, each holder of shares of Subject Company Common Stock formerly represented by issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such Certificate (after taking into account all shares of Company Common Stock then held by such holder)shares, cash in lieu of any fractional shares share of Parent Common Stock to which such holder is may be otherwise entitled pursuant (without interest). Parent shall not be obligated to Section 2.2(e) and any dividends or other distributions deliver the consideration to which such any former holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Subject Company Common Stock is presented to entitled as a result of the merger until such holder surrenders such holder's certificate or certificates representing the shares of Subject Company Common Stock for exchange as provided in this Section 4.1. The certificate or certificates of Subject Company Common Stock so surrendered shall be duly endorsed as the Exchange AgentAgent may require. Any other provision of this Agreement notwithstanding, accompanied by all documents reasonably required neither Parent nor the Exchange Agent shall be liable to evidence and effect such transfer and by evidence reasonably satisfactory that a holder of Subject Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)abandoned property Law.

Exchange Procedures. Promptly after As soon as reasonably practicable following the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Stockholder whose shares of Company Common Capital Stock (were converted into the “Certificates”) right to receive the Merger Consideration (i) a letter of transmittal reasonably acceptable to the Company 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 proper delivery of the Company Certificates to the Exchange Agent at the Closing, and which shall be in reasonable such form and customary form) shall 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 Common StockStock and cash in lieu of fractional shares, and (iii) a shareholder certificate (a “Shareholder Certificate”) in form specified by Parent and approved prior to the Closing by the Company, as set forth in Exhibit C attached hereto, for execution by the Company Stockholder. 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 Shareholder Certificate, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate Company Stockholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate for Parent Common Stock (“Parent Certificate”) representing that the number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.9 (and any dividends or other distributions to which such holder is entitled cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(c2.10), and the Company Certificate so surrendered shall forthwith be canceled. No interest Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be paid deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive any dividends or accrued on distributions payable pursuant to Section 2.12(c) and any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)shares.

Exchange Procedures. Promptly Within three business days after the Effective Time, Parent Buyer shall instruct cause the exchange agent, Registrar and Transfer Company, or such other exchange agent selected by Buyer, and reasonably acceptable to Seller (the “Exchange Agent Agent”), to mail to each holder of record of a certificate or certificates which represented Seller Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of an Election Form, as required under Section 1.4(f), and other appropriate transmittal reasonably acceptable to the Company materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent and which shall be in reasonable reasonably acceptable to Seller and customary form) and (ii) instructions for use in effecting the surrender its counsel). The Certificates of the Certificates in exchange for certificates representing shares of Parent Seller Common Stock. Upon surrender of a Certificate for cancellation to Stock so delivered shall be duly endorsed as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesrequire. In the event of a transfer of ownership of the shares of Company Seller Common Stock which is represented by Certificates that are not registered in the transfer records of Seller, the Company, a certificate representing the proper number of shares of Parent Common Stock consideration provided in Section 1.4 may be issued to a transferee if the Certificate Certificates representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Buyer and the Exchange Agent may reasonably required require, and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such transfer and holder the consideration into which the shares represented by evidence reasonably satisfactory that any applicable stock transfer taxessuch lost, if anystolen, mislaid or destroyed Certificate shall have been paidconverted. Until surrendered The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as contemplated by this Section 2.2it may deem appropriate. After the Effective Time, each Certificate shall holder of shares of Seller Common Stock (other than shares to be deemed canceled pursuant to Section 1.4(c) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) issued and outstanding at any time after the Effective Time to represent only the right to receive upon such shall surrender the certificate Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 1.4, together with all undelivered dividends or distributions in respect of Parent Common Stock, cash in lieu of any fractional such shares of Parent Common Stock to which such holder is entitled (without interest thereon) pursuant to Section 2.2(e) and any dividends or other distributions 2.2. Buyer shall not be obligated to deliver the Common Stock Merger Consideration to which any former holder of shares of Seller Common Stock is entitled as a result of the Merger until such holder is entitled surrenders such holder’s Certificates for exchange as provided in this Section 2.1, or in lieu thereof, such bond, security or indemnity as Buyer and the Exchange Agent may reasonably require. Any other provision of this Agreement notwithstanding, neither Buyer nor the Exchange Agent shall be liable to a holder of shares of Seller Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to Section 2.2(c)any applicable abandoned property, escheat or similar law.

Exchange Procedures. Promptly (a) At or after the Effective Time, Parent each holder of a certificate or certificates theretofore evidencing issued and outstanding shares of Company Common Stock, upon surrender of the same to an agent duly appointed by the Acquiror ("Exchange Agent"), shall instruct be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Acquiror Common Stock into which the shares of Company Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 2.3(c) hereof. As promptly as practicable after the Effective Time (and in no event later than the fifth business day following the Effective Time), the Exchange Agent to shall mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding evidenced shares of Company Common Stock, and which is to be exchanged for Acquiror Common Stock (the “Certificates”) (i) as provided in Section 2.3 hereof, a form of letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon proper delivery of such certificate to the Certificates Exchange Agent) advising such holder of the terms of the exchange effected by the Merger and of the procedure for surrendering to the Exchange Agent and shall be such certificate in reasonable and customary form) and (ii) instructions exchange for use a certificate or certificates evidencing Acquiror Common Stock or cash in effecting lieu of any fractional share. Notwithstanding anything in this Agreement to the surrender contrary, certificates representing Company Common Stock surrendered for exchange by any Affiliate of the Certificates Company (as defined in exchange Section 5.13(a) hereof) shall not be exchanged for certificates representing shares of Parent Acquiror Common Stock. Upon surrender Stock in accordance with the terms of this Agreement until the Acquiror has received a written agreement from such person as specified in Section 5.13(b). (b) No holder of a Certificate for cancellation to the Exchange Agent together with such letter certificate theretofore representing shares of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate Company Common Stock shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive any dividends in respect of the Acquiror Common Stock into which such shares shall have been converted by virtue of the Merger until the certificate representing such shares is surrendered in exchange for a certificate or certificates representing shares of Acquiror Common Stock. In the event that dividends are declared and paid by the Acquiror in respect of Acquiror Common Stock after the Effective Time but prior to any holder's surrender of certificates representing shares of Company Common Stock, dividends payable to such holder in respect of Acquiror Common Stock not then issued shall accrue (without interest). Any such dividends shall be paid (without interest) upon surrender of the certificates representing such shares of Company Common Stock. The Acquiror shall be entitled, after the Effective Time, to treat certificates representing shares of Company Common Stock as evidencing ownership of the number of full shares of Acquiror Common Stock into which the shares of Company Common Stock formerly represented by such Certificate certificates shall have been converted pursuant to this Agreement, notwithstanding the failure on the part of the holder thereof to surrender such certificates. (after taking into account all c) The Acquiror shall not be obligated to deliver a certificate or certificates representing shares of Acquiror 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 then held for exchange as provided in this Section 2.7, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or bond in an amount as may be reasonably required in each case by such holder), cash in lieu of fractional the Acquiror. If any certificate evidencing shares of Parent Acquiror Common Stock is to be issued in a name other than that in which such holder the certificate evidencing Company Common Stock surrendered in exchange therefor is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)registered, and it shall be a condition of the Certificate issuance thereof that the certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash properly endorsed and otherwise in lieu of fractional shares or on any unpaid dividends proper form for transfer and distributions payable to holders of Certificates. In that the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing person requesting such shares of Company Common Stock is presented exchange pay to the Exchange Agent, accompanied Agent any transfer or other tax required by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after of the Effective Time to represent only the right to receive upon such surrender registered holder of the certificate representing shares surrendered or otherwise establish to the satisfaction of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)not payable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent United shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted pursuant to Section 2.1(a)(iii) into the Effective Time represented outstanding shares of Company Common Stock (right to receive the “Certificates”) Merger Consideration (i) a letter of transmittal in customary form as reasonably acceptable to agreed by the Company parties which (which A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (B) shall be in reasonable have such other provisions as United and customary form) and Continental may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate United Common Certificate representing that number of whole shares of Parent United Common Stock which that such holder has the right to receive in respect of the aggregate number of shares of Company Continental Common Stock formerly previously represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), pursuant to Section 2.1 and a check representing cash in lieu of fractional shares of Parent Common Stock that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(c)) , and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Continental Common Stock which that is not registered in the transfer records of the CompanyContinental, a certificate United Common Certificate representing the proper number of shares of Parent United Common Stock pursuant to Section 2.1 and a check representing cash in lieu of fractional shares that the holder has the right to receive pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be issued delivered to a transferee if the Certificate representing such shares of Company Continental Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.22.2 , each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration that the holder of Parent Common Stock, such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.1 (and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) ). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. Promptly after At the earliest practicable date prior to ------------------- the Effective Time, Parent Acquiror shall instruct the Exchange Agent mail or shall cause to mail be delivered to each holder of record of a certificate or certificates of Company Capital Stock which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (the “"Certificates”) ") (i) a letter of transmittal reasonably acceptable to the Company (which ------------ shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash or certificates representing shares of Parent Acquiror Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall thereupon cause the Exchange Agent to deliver to the holder of such Certificate, (i) the amount of cash, by check or, if requested, in immediately available funds, which such holder has the right to receive in accordance with Section 2.01, (ii) a certificate representing that number of whole shares of Parent Acquiror Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to accordance with Section 2.2(e) and 2.01 together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c) and (iii) cash in lieu of fractional shares of Acquiror Capital Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate . The Certificates so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Capital Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Acquiror Common Stock may be issued and/or the proper amount of cash may be paid pursuant hereto to a transferee if the Certificate Certificates representing such shares of Company Common Stock is Capital Stock, properly endorsed or otherwise in proper form for transfer, are presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration issuable in exchange therefor, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c). No interest will be paid or will accrue on any cash payable pursuant to Sections 2.01(a), 2.02(c) or 2.02(e).

Exchange Procedures. (i) Promptly after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding evidencing shares of Company Common Stock ("Company Stock Certificate") outstanding at the “Certificates”) Effective Time, whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock, (iA) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (iiB) instructions for use in effecting to effect the surrender of the Certificates such Company Stock Certificate in exchange for certificates representing shares of Parent Common Stock. Upon surrender Stock and cash in lieu of fractional shares. (ii) With respect to each holder of a Company Stock Certificate for cancellation that is surrendered to the Exchange Agent (together with such and in accordance with the duly executed letter of transmittal, properly completed and duly executed, transmittal and such other customary documents as may be reasonably required pursuant to the instructions provided by the Exchange Agent), Parent shall cause the Exchange Agent to deliver and pay to such instructions, holder certificates evidencing the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) this Agreement and any dividends or other distributions a check representing the amount of cash in lieu of fractional shares, if any, to which such holder is entitled pursuant to Section 2.2(c)this Agreement, and plus, in the event the Options are exercised by Parent, such holder's pro rata portion of the amount of any accrued dividends or other distributions with a record date after the date of exercise of the Options by the Parent to the Closing Date paid with respect to the Parent Common Stock. (iii) After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Company Stock Certificate. If any Company Stock Certificate is presented for transfer, it shall be canceled against delivery by the Exchange Agent of the Merger Per Share Consideration. If any Merger Per Share Consideration is to be delivered or paid to a name other than that in which the surrendered Company Stock Certificate is registered, a condition of such exchange shall be that such Stock Certificate so surrendered shall forthwith be canceled. No interest will be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and the Person requesting such exchange shall (A) pay to Merger Sub any transfer (or other) tax required by reason of the issuance of such certificate in a name other than that in which the surrendered certificate is registered, or (B) establish to the reasonable satisfaction of Parent or Merger Sub that such tax has been paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paidapplicable. Until surrendered as contemplated by this Section 2.2Section, each Company Stock Certificate shall be deemed shall, at any time all times after the Effective Time to Time, represent only the right to receive the Merger Per Share Consideration upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)surrender.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time (but in any event within five business days after the Effective Time), Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockShares and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in respect of the shares of Company Common Stock Shares formerly represented by such Certificate (after taking into account all shares of Company Common Stock Shares then held by such holder), cash in lieu of any fractional shares of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Shares, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), may be issued to a transferee if the Certificate representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation that any applicable stock share transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockShares, cash in lieu of any fractional shares of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. Promptly after the Effective Time, Parent SAB and MCB shall instruct cause the exchange agent selected by them (the "Exchange Agent Agent") to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of PSB appropriate transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of PSB Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of PSB Common Stock (other than shares to be canceled pursuant to Section 3.2 of this Agreement or as to which dissenters' rights of appraisal have been perfected as provided in 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 in reasonable and customary form) and (ii) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor a certificate representing that number the consideration provided in Section 3.1 of whole shares of Parent Common Stock which such holder has the right to receive this Agreement, together with all undelivered dividends or distributions in respect of the such shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled without interest thereon) pursuant to Section 2.2(e) and any dividends or other distributions to which such 4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company PSB Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed outstanding at any time after the Effective Time to represent only the right to receive also shall receive, upon such surrender of the certificate or certificates representing shares of Parent Common Stocksuch shares, cash in lieu of any fractional shares share of Parent SAB Common Stock to which such holder may be otherwise entitled (without interest). SAB shall not be obligated to deliver the consideration to which any former holder of PSB Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing the shares of PSB Common Stock for exchange as provided in this Section 4. 1. The certificate or certificates of PSB Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither SAB, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of PSB Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)applicable abandoned property Law.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Company Certificates”") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Partner Common Stock plus cash in lieu of fractional shares, if any, of Partner Common Stock as provided below, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Partner and Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Partner Common StockStock (plus cash in lieu of fractional shares, if any, of Partner Common Stock as provided below). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Partner, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Partner Common Stock which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article II and 3 10 cash in lieu of any fractional shares share of Parent Partner Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)as provided below, and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Partner Common Stock may be issued to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Partner Common StockStock and cash, cash if any, in lieu of any fractional shares of Parent Partner Common Stock as contemplated by this Section 2.02. No interest will be paid or will accrue on any cash payable to which such holder is entitled holders of Company Certificates pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II.

Exchange Procedures. Promptly Promptly, but in any event within five (5) Business Days after the Effective Time, Parent shall instruct the Exchange Agent to mail shall send to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) Certificates a letter of transmittal reasonably acceptable to the Company for use in such exchange (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares the applicable Merger Consideration. The Exchange Agent shall also provide for holders of Parent Common StockCertificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate certificate(s) representing that number of whole shares of Parent Common Stock or Parent Series A Convertible Preferred Stock which such holder has the right to receive in respect of the shares of Company Common Stock and Company Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder), cash subject to the deposit of any Escrow Shares into escrow in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to accordance with Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.9 , and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock or Parent Series A Convertible Preferred Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock or Company Preferred Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.21.10 , each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock or Parent Series A Convertible Preferred Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)as applicable.