Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock, the Cash Consideration and cash in lieu of fractional shares, pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, the Cash Consideration and cash in lieu of fractional shares. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Acquiror, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock and payment of the Cash Consideration and cash in lieu of fractional shares that such holder has the right to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesreceive pursuant to Section 1.6, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time if Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of Target Capital Stock shall have been so converted and the right to receive the Cash Consideration and an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto1.6.

Exchange Procedures. Promptly following the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Common Stock, Company Series A Preferred Stock, and, in Parent’s discretion, Company Options, that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) belowthe instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required IRS Form W-9 or Form W-8), together with a duly executed Letter the holders of Transmittal, such Stockholder Certificates shall be entitled to receive, subject to receive in exchange therefor a check or wire transfer in the terms and conditions hereof, amount of U.S. dollars representing the Estimated Common Share Price, Series A applicable portion of the Merger Consideration or Series B Merger Consideration for that such holders have the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesright to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time if such Stockholder has surrendered hisTime, her or its Certificatesfor all corporate purposes, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender thereof the applicable portion of the Merger Consideration, and neither Parent nor Consideration that the Surviving Corporation shall be required holders thereof have the right to pay the holder thereof the cash receive pursuant to which he, she or it would otherwise have been entitledSection 2.6. No interest will be paid or will accrue accrued on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent Certificates pursuant to this Agreement. In the event of a transfer of ownership of shares of Company Common Stock or Company Series A Preferred Stock or Company Options (if applicable) that certain Paying Agent Agreement, by and among is not registered in the transfer records of the Company, Parentthe applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may paid to a transferee if the Certificate representing such shares of Company Common Stock, Company Series A Preferred Stock or Company Options (if applicable) is presented to the Representative Exchange Agent, accompanied by all documents required to evidence and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoeffect such transfer and by evidence that any applicable stock transfer Taxes have been paid.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("Company Certificates"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed Letter completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive, subject receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesright to receive pursuant to Section 3.04, and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Company Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time if Time, for all purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of Company Common Stock shall have been so converted and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter 3.04. Notwithstanding any other provision of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)Agreement, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No no interest will be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Company Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article III.

Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that represented as of the Effective Time outstanding shares of Company Common Stock to be exchanged pursuant to Section 1.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter and such other documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receivereceive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Sections 1.6 and 1.11, subject after giving effect to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesany required Tax (as defined herein) withholdings, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately . At any time following six months after the Effective Time if such Stockholder has surrendered hisTime, her all or its Certificates, duly endorsed any number of shares of Parent Common Stock (and any or all cash payable in blank lieu of fractional shares of Parent Common Stock) deposited with or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior made available to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Exchange Agent pursuant to that certain Paying Agent AgreementSection 1.12(b), by which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be delivered to Parent upon demand, and among thereafter such holders of unexchanged shares of Company Common Stock shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form shares of Exhibit C attached heretoParent Common Stock for payment upon due surrender of their Certificates.

Exchange Procedures. Upon Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of the Company Common Stock whose shares were converted into the right to receive cash pursuant to Section 2.03(b) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing such shares of the Company Common Stock shall pass, only upon delivery of the certificates representing such shares of the Company Common Stock to the Exchange Agent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify), and instructions for use in effecting the surrender of the Certificate or Certificates certificates representing such shares of the Company Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder in exchange for the Per Share Amount. Upon surrender to the Exchange Agent of a certificate or certificates representing shares of the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Common Stock and acceptance thereof by the Exchange Agent, together with a duly executed Letter of Transmittal, such Stockholder the holder thereof shall be entitled to receive, subject the amount of cash into which the number of shares of the Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to the this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions hereofas the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the Estimated records of the Company or its transfer agent of certificates representing shares of the Company Common Stock and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Per Share Price, Series A Merger Consideration or Series B Merger Consideration for Amount allocable to the shares of the Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate certificate or Certificatescertificates to the record holder. If any Per Share Amount is to be remitted to a name other than that in which the certificate for the Company Common Stock surrendered for exchange is registered, and Certificates it shall be a condition of such exchange that the certificate so surrendered shall forthwith be canceled; provided properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Surviving Corporation person requesting such exchange shall make such payment pay to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Company or its Certificatestransfer agent any transfer or other taxes required by reason of the payment of the Per Share Amount to a name other than that of the registered holder of the certificate surrendered, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of the Company or its transfer agent that the tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.06, each Certificate certificate for shares of the Company 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, and neither Parent nor Per Share Amount allocable to the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledshares represented by such certificates contemplated by Section 2.03(b). No interest will be paid or will accrue on the cash any amount payable upon surrender of any Certificateas a Per Share Amount. Notwithstanding anything Subject to the contrary herein, upon the occurrence completion of the Closingdocumentation referred to above, payments of Merger Consideration to the Stockholders hereunder Per Share Amount shall be made by paid at the Paying Agent pursuant Effective Time to that certain Paying Agent Agreement, by and among holders of the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoCompany Common Stock.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent and the Exchange Agent 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") whose shares of Company Common Stock were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the terms and conditions hereof, provisions of this Article 2 after taking into account all the Estimated shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented then held by such Certificate or Certificatesholder under all such Certificates so surrendered, and Certificates the Certificate so surrendered transferred shall forthwith immediately be canceled; provided that . In the Surviving Corporation shall make event of a transfer of ownership 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 payment Company Common Stock is presented to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisExchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed all documents required to evidence and effect such transfer and by evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, certificate representing shares of Parent Common Stock and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender in lieu of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence fractional shares of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made Parent Common Stock as contemplated by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Section 2.2.

Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that represented as of the Effective Time outstanding shares of Company Common Stock to be exchanged pursuant to Section 1.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter and such other documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receivereceive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Sections 1.6 and 1.11, subject after giving effect to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesany required (as defined herein) Tax withholdings, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately . At any time following 6 months after the Effective Time if such Stockholder has surrendered hisTime, her all or its Certificates, duly endorsed any number of shares of Parent Common Stock (and any or all cash payable in blank lieu of fractional shares of Parent Common Stock) deposited with or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior made available to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Exchange Agent pursuant to that certain Paying Agent AgreementSection 1.12(b), by which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be delivered to Parent upon demand, and among thereafter such holders of unexchanged shares of Company Common Stock 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 Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form shares of Exhibit C attached heretoParent Common Stock for payment upon due surrender of their Certificates.

Exchange Procedures. Promptly after the Effective Time, and in no event later than five business days thereafter (unless otherwise agreed to by each of the parties in writing), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate (other than the Company, the Parent, Merger Sub or any Parent Subsidiary) (i) a letter of transmittal 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) to the Exchange Agent, in a form and with other customary provisions reasonably specified by the Parent and the Company, and (ii) instructions for surrendering the Certificates to the Exchange Agent in exchange for (A) an ADR representing the number of whole Parent ADSs pursuant to Section 2.2(f), (B) cash in lieu of any fractional Parent ADSs, and (C) any unpaid dividends and other distributions (if any) pursuant to Section 2.2(c). Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder that Certificate shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided receive in exchange (1) an ADR representing that number of whole Parent ADSs that the Surviving Corporation shall make such payment holder is entitled to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisreceive under this Article II, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior a check in the amount (after giving effect to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only required tax withholding) of (x) any cash in lieu of fractional Parent ADSs plus (y) any unpaid dividends (other than stock dividends) and any other dividends or other distributions that such holder has the right to receive upon such surrender under the Merger Considerationprovisions of this Article II (if any), and neither Parent nor the Surviving Corporation Certificate so surrendered shall immediately be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledcanceled. No interest will be paid or will accrue accrued on the cash any amount payable upon due surrender of any Certificatethe Certificates. Notwithstanding anything to In the contrary herein, upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parentan ADR representing the proper number of Parent ADSs, together with a check for any cash to be paid upon the Representative surrender of the Certificate and Wilmington Trustany other dividends or distributions (if any) in respect of those shares, National Associationmay be issued or paid to such a transferee if the Certificate formerly representing such Shares of Company Common Stock is presented to the Exchange Agent, substantially accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any ADRs for shares of Parent ADSs is to be issued in a name other than that in which the form surrendered Certificate is registered, it shall be a condition of Exhibit C attached heretosuch exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the surrendered Certificate, or shall establish to the satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates representing shares of Company Common Stock and Company Preferred Stock ("Company Certificates"), whose shares were converted into the right to receive Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 3.04) promptly after the Effective Time: (i) a form letter of transmittal in form and substance satisfactory to Company, such approval not to be unreasonably withheld (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of any fractional share). Upon surrender of Company Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificates shall be entitled to receive in exchange therefor a Parent Certificate or Certificates representing the number of whole Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of any fractional share which such holder has the right to receive pursuant to Section 3.04, and the Company Certificates so surrendered shall be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock or Company Preferred Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder as the case may be, shall have been so converted and the right to receive an amount in cash in lieu of the Company (or an affidavit issuance of loss any fractional share in accordance with Section 3.3(e) below)3.04. Notwithstanding any other provision of this Agreement, together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No no interest will be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Company Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article III.

Exchange Procedures. Upon Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for (A) certificates representing shares of Parent Common Stock or Certificates representing the Common Parent Preferred Stock, Series A Preferred Stock as applicable, and (B) if applicable, any cash, unpaid dividends or Series B Preferred Stock held by each Stockholder other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to the terms and conditions hereof, the Estimated receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Parent Preferred Stock, respectivelyas applicable, represented by that such Certificate 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 cash, including unpaid non-stock dividends and any other dividends or Certificatesother distributions, that such holder has the right to receive pursuant to the provisions of this Article IV, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue accrued on the cash any amount payable upon due surrender of any Certificatethe Certificates. Notwithstanding anything to In the contrary herein, upon event of a transfer of ownership of Shares that is not registered in the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parenta certificate representing the proper number of shares of Parent Common Stock or Parent Preferred Stock, as applicable, together with a check for any cash to be paid upon due surrender of the Representative Certificate and Wilmington Trustany other dividends or distributions in respect thereof, National Associationmay be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, substantially in the form of Exhibit C attached hereto.accompanied by all documents required to evidence and effect such transfer and to

Exchange Procedures. Upon surrender of Unless the Certificate or Certificates representing parties otherwise agree, promptly, but no later than three business days, after the Common StockEffective Time, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make mail to the former holders of Seller Shares appropriate transmittal materials which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing the Seller Shares shall pass, only upon proper delivery of such payment certificates to the Surviving Corporation or its duly authorized agent. After the Effective Time, each such Stockholder immediately after holder of Seller Shares issued and outstanding at the Effective Time if shall surrender the certificate or certificates representing such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior shares to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate Surviving Corporation and shall be deemed at any time after the Effective Time to represent only the right to promptly upon surrender thereof receive upon such surrender in exchange therefor the Merger Consideration, and neither Parent nor together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 2.2 of this Agreement. The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of Seller Shares is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the Seller Shares for exchange as provided in this Section 2.1. The certificate or certificates of Seller Shares so surrendered shall be duly endorsed as the Surviving Corporation may require. Any other provision of this Agreement notwithstanding, the Surviving Corporation shall not be required liable to pay a holder of the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be Seller Shares for any amounts paid or will accrue on the cash payable upon surrender of property delivered in good faith to a public official pursuant to any Certificateapplicable abandoned property law. Notwithstanding anything to the contrary hereincontained in this Agreement, no certificates representing fractional shares of Buyer Common Stock shall be issued upon the occurrence surrender for exchange of the ClosingSeller Shares, payments and such fractional Buyer Common Stock interests will not entitle the owner thereof to vote or to any rights of Merger Consideration a shareholder of the Surviving Corporation. Each holder of Seller Shares who would otherwise be entitled to receive a fractional share of Buyer Common Stock shall instead receive an amount of cash, without interest, equal to the Stockholders hereunder shall product obtained by multiplying (a) the fractional share of Buyer Common Stock to which such holder (after taking into account all Seller Shares held at the Effective Time by such holder) would otherwise be made entitled by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto(b) $5.00.

Exchange Procedures. The Exchange Agent shall mail to each ------------------- holder of record of an OSI Certificate or Certificates, whose shares were converted into the right to receive shares of LRC Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6 promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by LRC of a complete list from OSI of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the OSI Certificates shall pass, only upon receipt of the OSI Certificates by the Exchange Agent, and shall be in such form and have such other provisions as LRC may reasonably specify); and (ii) instructions for use in effecting the surrender of the OSI Certificates in exchange for LRC Certificates (and cash in lieu of fractional shares). Upon surrender of the an OSI Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by LRC, together with a such letter of transmittal, duly executed Letter completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of Transmittal, such Stockholder OSI Certificate shall be entitled to receive, subject receive in exchange therefor a LRC Certificate representing the number of whole shares of LRC Common Stock and payment of cash in lieu of fractional shares which such holder has the right to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesreceive pursuant to Section 1.6, and Certificates the OSI Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding OSI Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of OSI Common Stock will be deemed from and after the Effective Time if Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of LRC Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of OSI Common Stock shall have been so converted and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter 1.6. Notwithstanding any other provision of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)Agreement, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No no interest will be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything OSI Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article 1.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of a Company Certificate, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have other such provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto and such other documents as may reasonably be required pursuant to such instructions, together with a duly executed Letter the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receivereceive promptly in exchange therefor (A) a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive as part of the Merger Consideration, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration a (B) a check for the cash in lieu of fractional shares of Parent Common Stock, Series A Preferred Stock any dividends or Series B Preferred Stock, respectively, represented by other distributions to which such Certificate or Certificatesholder is entitled pursuant to Section 2.7 and any other cash to which such holder is entitled, and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datecancelled. Until surrendered as contemplated by this Section 3.3(b)so 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 such a certificate and check. Any portion of the Merger Considerationshares of Parent Common Stock 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 neither any holders of shares of Company Common Stock who have not theretofore complied with this Exhibit A shall thereafter be entitled to receive from Parent nor such a certificate and check. Any such portion of such shares and cash remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time as such amounts otherwise escheat to or become to or become property of any Governmental Entity shall, to the extent permitted by Law, become the property of the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender free and clear of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence claims or interest of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoany person previously entitled thereto.

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificates and In the Money Company Warrants immediately prior to the Effective Time whose shares of Company Common Stock and/or In the Money Company Warrants were converted into shares of Parent Common Stock pursuant to Section 2.01(c) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and/or In the Money Company Warrants shall pass only upon delivery of the Certificates and/or In the Money Company Warrants, as applicable, to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and/or In the Money Company Warrants in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate and/or In the Certificate Money Company Warrants for cancellation (or indemnity reasonably satisfactory to Parent and the Exchange Agent, if any of such Certificates representing and/or In the Common StockMoney Company Warrants are lost, Series A Preferred Stock stolen or Series B Preferred Stock held by each Stockholder destroyed) to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder Certificate and/or In the Money Company Warrants shall be entitled to receive, subject 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 all Certificates and/or In the Money Company Warrants surrendered by such holder pursuant to the terms and conditions hereof, the Estimated provisions of this Article II (after taking into account all shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented than held by such Certificate holder either directly or Certificatesupon conversion of the In the Money Company Warrants in a cashless conversion), and the Certificates and/or In the Money Company Warrants, as applicable, so surrendered shall forthwith be canceled; provided that cancelled. In the Surviving Corporation shall make such payment event of a transfer of ownership of shares of Company Common Stock and/or In the Money Company Warrants 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 each such Stockholder immediately after a transferee if the Effective Time if such Stockholder has surrendered hisCertificate and/or In the Money Company Warrants, her or its Certificatesas applicable, duly endorsed in blank or is presented to the Exchange Agent, accompanied by duly executed all documents required to evidence and effect such transfer and by evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer Taxes have been paid. Until surrendered surrender as contemplated by this Section 3.3(b2.02(b), subject to the provisions of Section 6.02(h) (Dissenters Rights) each Certificate and In the Money Company Warrants, in each case, shall be deemed at any time after the Effective Time to represent only the Parent Common Stock into which the shares of Company Common Stock represented by such Certificate or In the Money Company Warrants have been converted as provided in this Article II and the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender in lieu of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence fractional shares of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made Parent Common Stock as contemplated by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Section 2.02(b).

Exchange Procedures. Upon Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for (A) certificates representing shares of Parent Common Stock or Certificates representing the Common Parent Preferred Stock, Series A Preferred Stock as applicable, and (B) if applicable, unpaid dividends or Series B Preferred Stock held by each Stockholder other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to the terms and conditions hereof, the Estimated receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Parent Preferred Stock, respectivelyas applicable, represented by that such Certificate 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 cash, including unpaid non-stock dividends and any other dividends or Certificatesother distributions, that such holder has the right to receive pursuant to the provisions of this Article IV, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue accrued on the cash any amount payable upon due surrender of any Certificatethe Certificates. Notwithstanding anything to In the contrary herein, upon event of a transfer of ownership of Shares that is not registered in the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parenta certificate representing the proper number of shares of Parent Common Stock or Parent Preferred Stock, as applicable, together with a check for any cash to be paid upon due surrender of the Representative Certificate and Wilmington Trustany other dividends or distributions in respect thereof, National Associationmay be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, substantially accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock or Parent Preferred Stock, as applicable, is to be issued in a name other than that in which the form Certificate surrendered in exchange therefor is registered, it shall be a condition of Exhibit C attached heretosuch exchange that the Person (as defined below) requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Stock or Parent Preferred Stock, as applicable, in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("Company Certificates"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three Business Days after the later to occur of the Effective Time and receipt by Parent of a complete list from the Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed Letter completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive, subject receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesright to receive pursuant to Section 3.04, and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Company Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time if Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of Company Common Stock shall have been so converted and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter 3.04. Notwithstanding any other provision of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)Agreement, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No no interest will be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Company Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article III.

Exchange Procedures. Upon surrender Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates (“Certificates”) that immediately prior to the Certificate or Certificates representing Effective Time represented outstanding shares of Company Common Stock which were converted into the Common Stock, Series A Preferred Stock or right to receive shares of Parent Series B Preferred Stock held by each Stockholder and the Cash Portion of the Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in customary form (that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall be reasonably acceptable to the Company), and (or an affidavit ii) instructions for use in effecting the surrender of loss the Certificates in exchange for certificates representing shares of Parent Series B Preferred Stock and the Cash Portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holders of Transmittal, such Stockholder Certificates shall be entitled to receive, subject to receive in exchange therefor certificates representing the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or number of whole shares of Parent Series B Preferred Stock, respectively, represented by Stock into which their shares of Company Common Stock were converted at the Effective Time (and any payment in lieu of fractional shares that such Certificate holders have the right to receive pursuant to Section 1.7(e) and any dividends or Certificatesdistributions payable pursuant to Section 1.7(d)) and the Cash Portion of the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately . Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time if Time, for all corporate purposes, to evidence only the ownership of the number of whole shares of Parent Series B Preferred Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of Company Common Stock shall have been so converted (and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below1.7(e) and a duly executed any dividends or distributions payable pursuant to Section 1.7(d)) and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Portion of the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue accrued on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence Cash Portion of the Closing, payments of Merger Consideration or any cash in lieu of fractional shares of Parent Series B Preferred Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the Stockholders hereunder shall be made by event of a transfer of ownership of shares of Company Common Stock that is not registered in the Paying Agent pursuant to that certain Paying Agent Agreement, by and among transfer records of the Company, Parenta certificate representing the proper number of shares of Parent Series B Preferred Stock and the appropriate amount of the Cash Portion of the Merger Consideration contemplated by Section 1.6 may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, the Representative accompanied by all documents required to evidence and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoeffect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. To exchange Notes, a Holder must satisfy the requirements set forth in this Section 2.13. To exchange the Notes, a Holder must (a) complete and manually sign the irrevocable exchange notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Exchange Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for exchange. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, as the case may be. In case any Note shall be surrendered for partial exchange, the Operating Partnership shall execute and the Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for exchange. A Holder may exchange fewer than all of such Holder’s Notes so long as the Notes exchanged are an integral multiple of $1,000 principal amount. Upon surrender of the Certificate or Certificates representing the Common Stocka Note for exchange by a Holder, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder such Holder shall deliver to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject Operating Partnership cash equal to the terms amount that the Operating Partnership is required to deduct and conditions hereofwithhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Estimated Operating Partnership may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon exchange of a Note, a Holder shall not receive any cash payment representing accrued and unpaid interest on such Note. Instead, upon an exchange of Notes, the Operating Partnership shall deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of cash and Company Common Share PriceShares, Series A Merger Consideration or Series B Merger Consideration for the Common Stockif any, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or upon an affidavit exchange of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate Notes shall be deemed to satisfy the Operating Partnership’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest. Accordingly, upon an exchange of Notes, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Exchange Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment shall receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the exchange of such Notes at any time after the Effective Time close of business on the applicable Regular Record Date. Notes tendered for exchange by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to represent only the right corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive upon on such surrender the Merger ConsiderationNotes on such Interest Payment Date; provided, and neither Parent nor the Surviving Corporation however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of exchange with respect to such Notes. Upon exchange of a Note, the Operating Partnership, if it elects to deliver Net Shares, shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Net Shares upon the exchange, if any, unless the tax is due because the Holder requests the shares to be issued or delivered to a person other than the Holder, in which case the Holder must pay the holder thereof tax due prior to the cash to which hedelivery of such Net Shares. Certificates representing or evidencing Company Common Shares shall not be issued or delivered unless all taxes and duties, she or it would otherwise if any, payable by the Holder have been entitledpaid. No interest will A Holder of Notes, as such, shall not be paid or will accrue entitled to any rights of a holder of Company Common Shares. Such Holder shall only acquire such rights upon the delivery by the Operating Partnership, at its option, of Net Shares in accordance with the provisions of Section 2.12 in connection with the exchange by a Holder of Notes. If a Holder exchanges more than one Note at the same time, the number of Net Shares, if any, issuable upon the exchange shall be based on the cash payable upon surrender total principal amount of the Notes surrendered for exchange. The Company shall, prior to issuance of any CertificateNotes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Company Common Shares a sufficient number of Company Common Shares to permit the exchange of the Notes at the applicable Exchange Rate, assuming an election by the Company to satisfy the entire Net Amount by the delivery of Company Common Shares. Notwithstanding anything Any Company Common Shares delivered upon an exchange of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the contrary issuance and delivery of Company Common Shares, if any, upon an exchange of Notes and, prior to delivering any Company Common Shares upon an exchange of the Notes, shall cause to have listed or quoted all such Company Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the Company Common Shares are then listed or quoted. Except as set forth herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder no other payment or adjustment for interest shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form upon exchange of Exhibit C attached heretoNotes.

Exchange Procedures. Upon As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each Holder of stock certificates, options or warrants or other securities which, immediately prior to the Effective Time represented outstanding Company Securities (collectively, the “Certificates”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent), substantially in the form attached hereto as Exhibit C (the “Transmittal Letter”), (ii) counterpart signature pages to the Stockholder Representative Agreement, substantially in the form attached hereto as Exhibit D (the “Stockholder Representative Agreement”) and to the Escrow Agreement and to the Stockholder Representative Escrow Agreement, (iii) in the case of a Holder of a Company Option or Company Warrant, a duly executed cancellation acknowledgement (a “Cancellation Acknowledgement”), substantially in the form attached hereto as Exhibit E and (iv) instructions for use in effecting the surrender of the Certificate or Certificates representing the Common Stockin exchange for cash, Series A Preferred Stock or Series B Preferred Stock held by in each Stockholder case to the extent the Company (or an affidavit has not previously received such documents duly executed by the applicable Holder. Upon surrender to the Exchange Agent of loss in accordance with Section 3.3(e) below)a Certificate for cancellation, together with a such Transmittal Letter, Stockholder Representative Agreement, Escrow Agreement, Stockholder Representative Escrow Agreement and the Cancellation Acknowledgement, to the extent applicable (in each case to the extent the Company has not previously received such documents duly executed Letter by the applicable Holder), each duly executed, and such other documents as may be reasonably required pursuant to such instructions (collectively, the “Holder Documents”), the Holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor an amount of cash which such Holder has the right to receive in respect of the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, Company Securities formerly represented by such Certificate or Certificates, and the Certificates so surrendered shall forthwith be canceled; provided that cancelled. In the Surviving Corporation shall make event of a transfer of ownership of a Company Security which is not registered in the transfer records of the Company, the proper amount of cash may be paid to a transferee if the Certificate representing such payment Company Security is presented to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisExchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed such documents reasonably required to evidence and effect such transfer and by reasonable evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b2.5(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the amount of cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything such Holder is entitled pursuant to the contrary herein, upon the occurrence terms of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent this Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time but in any event not later than five Business Days thereafter, the Exchange Agent 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”) and to each holder of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon delivery of the Certificate Certificates or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder transfer of the Uncertificated Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration. Each holder of shares of Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receivereceive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, subject upon (A) surrender of a Certificate for cancellation to the terms Exchange Agent, together with such letter of transmittal, duly executed, and conditions hereofsuch other documents as may reasonably be required by the Exchange Agent, or (B) receipt of an “agent’s message” by the Estimated Common Share PriceExchange Agent (or such other evidence, Series A if any, of transfer as the Exchange Agent may reasonably request), in the case of a book-entry transfer of Uncertificated Shares. Upon payment of the Merger Consideration or Series B Merger Consideration for pursuant to the Common Stockprovisions of this Article 2, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such each Certificate or Certificates, and Certificates Uncertificated Share so surrendered or transferred shall forthwith be canceled; provided . In the event of a transfer of ownership of Company Common Stock that is not registered in the Surviving Corporation transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if such Certificate shall make be properly endorsed or otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the payment to each a Person other than the registered holder of such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Certificate or its Certificates, duly endorsed in blank Uncertificated Shares or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b), Each Certificate and each Certificate Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration, and neither Parent nor Consideration into which the Surviving Corporation shares of Company Common Stock represented by such Certificate or Uncertificated Shares shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledconverted pursuant to Section 2.2. No interest will shall be paid or will shall accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Certificates or Uncertificated Shares pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article 2.

Exchange Procedures. Concurrently with the mailing of the Proxy Statement, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate and to each holder of record of a Book Entry Share, (A) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) in a form reasonably acceptable to Parent and the Company, and (B) instructions for use in effecting the surrender of the Certificates and Book Entry Shares, as applicable, in exchange for payment and issuance of the Merger Consideration therefor. Upon surrender of the Certificate Certificates or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Book Entry Shares (as applicable) for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) belowthe instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book Entry Shares (as applicable), together with a duly executed Letter of Transmittalfrom and after the Effective Time, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated receive in exchange therefor: (x) that number of Parent Shares into which such holder’s shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate holder’s properly surrendered Certificates or CertificatesBook Entry Shares (as applicable) are being converted pursuant to Section 3.06(a), and the Certificates or Book Entry Shares (as applicable) so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment cancelled, and (y) a check in an amount of U.S. dollars (after giving effect to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with any required withholdings pursuant to Section 3.3(e3.06(e)(vii) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior equal to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only cash dividends or other distributions that such holder has the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required pursuant to pay the holder thereof the cash to which he, she or it would otherwise have been entitledSection 3.06(e)(iv) below. No interest will shall be paid or will shall accrue for the benefit of holders of the Certificates or Book Entry Shares on the cash Merger Consideration payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence in respect of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoCertificates or Book Entry Shares.

Exchange Procedures. Upon Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Knoll Common Stock, whose shares were converted into the right to receive cash pursuant to Section 1.6(b), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing such shares of Knoll Common Stock shall pass, only upon delivery of the certificates representing such shares of Knoll Common Stock to the Exchange Agent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify), and instructions for use in effecting the surrender of the Certificate or Certificates certificates representing the such shares of Knoll Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder in exchange for the Merger Consideration. Upon surrender to the Company (Exchange Agent of a certificate or an affidavit certificates formerly representing shares of loss in accordance with Section 3.3(e) below)Knoll Common Stock and acceptance thereof by the Exchange Agent, together with a duly executed Letter of Transmittal, such Stockholder the holder thereof shall be entitled to receive, subject the amount of cash into which the number of shares of Knoll Common Stock formerly represented by such certificate or certificates surrendered shall have been converted pursuant to the this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions hereofas the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the Estimated records of Knoll or its transfer agent of certificates representing shares of Knoll Common Share PriceStock and if such certificates are presented to Knoll for transfer, Series A they shall be canceled against delivery of the Merger Consideration or Series B Merger Consideration for allocable to the shares of Knoll Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate certificate or Certificatescertificates. If any Merger Consideration is to be remitted to a name other than that in which the certificate for the Knoll Common Stock surrendered for exchange is registered, and Certificates it shall be a condition of such exchange that the certificate so surrendered shall forthwith be canceled; provided properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Surviving Corporation person requesting such exchange shall make such payment pay to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisKnoll, her or its Certificatestransfer agent, duly endorsed in blank any transfer or accompanied other taxes required by duly executed stock powers (reason of the payment of the Merger Consideration to a name other than that of the registered holder of the certificate surrendered, or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Knoll or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)1.9, each Certificate certificate for shares of Knoll 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, and neither Parent nor Consideration allocable to the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledshares represented by such certificate as contemplated by Section 1.6(b). No interest will be paid or will accrue on the cash any amount payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of as Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoConsideration.

Exchange Procedures. Promptly after the Effective Time, Altrimega or its appointed designee shall mail to each holder of a certificate or certificates of Company Common Stock ("Company Certificates") whose shares are converted into the right to receive the Merger Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass to Altrimega, only upon delivery of the Company Certificates to Altrimega and which shall be in such form and have such other provisions as Altrimega may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Shares and any dividends or other distributions pursuant to Section 2.7(b). Upon surrender of the Certificate or Company Certificates representing the Common Stockfor cancellation to Altrimega, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holders of Transmittal, such Stockholder Company Certificates shall be entitled to receive, subject receive the Merger Shares in exchange therefor and any dividends or distributions payable pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or CertificatesSection 2.7(b), and the Company Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately . Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time Time, for all corporate purposes, subject to Section 2.9, to evidence the ownership of the number of full shares of Altrimega Common Stock into which such shares of the Company Common Stock shall have been so converted and any dividends or distributions payable pursuant to Section 2.7(b). Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such Stockholder has surrendered hisholder shall provide evidence reasonably satisfactory to Altrimega as to such loss, her theft, destruction or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or mutilation and an affidavit of loss in accordance with form and substance satisfactory to Altrimega, and, thereupon, such holder shall be entitled to receive the Merger Shares in exchange therefor and any dividends or distributions payable pursuant to Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b2.7(b), each Certificate and the Company Certificates so surrendered shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretocanceled.

Exchange Procedures. Upon (a) Promptly following the date of this Agreement (but in any event within two business days), the Company will deliver to each Person who is expected to be a holder of record of outstanding shares of Series AA Preferred Stock immediately prior to the Effective Time, a letter of transmittal in substantially the form attached hereto as Exhibit B (a “Letter of Transmittal”), which Letter of Transmittal shall include instructions for use in effecting the surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Company Stock or Series B Preferred Stock held by each Stockholder Certificates. Subject to the completion of the Merger as contemplated by this Agreement, upon the surrender of a Company (or an affidavit of loss in accordance with Section 3.3(e) below)Stock Certificate to Parent, together with a duly executed Letter of Transmittal, the holder of such Stockholder Company Stock Certificate shall be entitled to receive, subject receive in exchange therefor the consideration that such holder has the right to receive pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesprovisions of Section 1.5(a), and Certificates the Company Stock Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)1.8, each Company Stock Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive Merger Consideration upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation as contemplated by this Section 1.8. If any Company Stock Certificate shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledlost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any Merger Consideration therefor, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an affidavit of that fact and provide an indemnity against any claim that may be made against Parent with respect to such lost, stolen or destroyed Company Stock Certificates. No interest will be paid or will accrue on the cash any consideration payable upon the surrender of any Company Stock Certificate. Notwithstanding anything . (b) To the fullest extent permitted by applicable law, Parent and the Surviving Corporation shall be relieved of any and all liability to the contrary herein, upon the occurrence any holder or former holder of the Closing, payments of Series AA Preferred Stock for any Merger Consideration delivered to the Stockholders hereunder shall be made by the Paying Agent any public official in good faith pursuant to that certain Paying Agent Agreementany applicable abandoned property law, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoescheat law or similar Legal Requirement.

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 that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (the “Certificates”) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent, together with a such letter of transmittal, properly completed and duly executed Letter executed, and such other documents as may be required pursuant to such instructions or by the Exchange Agent, the holder of Transmittal, such Stockholder Certificate shall be entitled to receivereceive in exchange therefor the Per Share Merger Consideration that such holder has the right to receive in respect of the shares of Company Capital Stock formerly represented by such Certificate; provided, subject however, that Parent shall deliver to the terms Escrow Agent on behalf and conditions hereof, in the Estimated Common name of such holder (1) an amount in cash representing the Stock Pro Rata Share Price, Series A Merger Consideration or Series B Merger Consideration for of the Common Stock, Series A Preferred Indemnification Escrow Amount such holder has the right to receive in respect of the shares of Company Capital Stock or Series B Preferred Stock, respectively, formerly represented by such Certificate or Certificates, and Certificates (2) an amount in cash representing the Stock Pro Rata Share of the Adjustment Escrow Amount such holder has the right to receive in respect of the shares of Company Capital Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled; provided that . The Indemnification Escrow Amount shall be maintained in an interest bearing escrow fund (the Surviving Corporation shall make such payment “Indemnification Escrow Fund”) for the purposes of satisfying claims brought pursuant to each such Stockholder immediately after Article 9 for the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit periods of loss time and in accordance with Section 3.3(ethe terms set forth in the Escrow Agreement. The Adjustment Escrow Amount shall be maintained in an interest bearing escrow fund (the “Adjustment Fund”) below) and a duly executed and completed Letter for the purpose of Transmittal at least two (2) Business Days prior the adjustment to the Closing DateMerger Consideration described in Section 2.6. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates by the Exchange Agent. In the event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of the Company, the Per Share Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)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 Per Share Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon surrender of (a) Prior to the Certificate Effective Time, Parent shall appoint a reputable bank or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held trust company designated by each Stockholder Parent and reasonably satisfactory to the Company to act as exchange agent (or the “Exchange Agent”) for the issuance of the Merger Consideration to be issued in the Merger pursuant to an affidavit exchange agent agreement in form and substance mutually agreeable to Parent and the Company (the “Exchange Agent Agreement”). It is hereby acknowledged and agreed by the Company that Continental Stock Transfer & Trust Company (“Continental”) is acceptable as Exchange Agent. (b) Prior to the Effective Time, the Exchange Agent and Parent shall deliver to each holder of loss in accordance with Section 3.3(e) below), together with Company Ordinary Shares a duly executed letter of transmittal (“Letter of Transmittal, such Stockholder shall be entitled to receive, subject ”) in customary form (and any instructions related thereto) with respect to the terms surrender and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented delivery by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered holder of his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers Company Certificates (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.8, or in the case of loss in accordance with Section 3.3(e) below) and an uncertificated share, by delivery of a duly executed and completed Letter copy of Transmittal at least two (2) Business Days prior the register of members of the Company indicating such holder as entitled to the Closing Date. Until surrendered shares) in exchange for Parent Ordinary Shares and right to receive additional Parent Ordinary Shares as contemplated by this Section 3.3(b1.5. Upon delivery to the Exchange Agent of a validly executed and delivered Letter of Transmittal, the Exchange Agent shall issue to the corresponding recipient the number of Parent Ordinary Shares (less the applicable Escrow Shares), each Certificate and the Company Certificates shall forthwith be deemed at any time cancelled. Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time Time, to represent evidence only the right to receive upon the applicable Parent Ordinary Shares pursuant to Section 1.5. Separate certificates shall be issued for each recipient’s Escrow Shares and for the balance of the Parent Ordinary Shares to which such surrender recipient is entitled. (c) If payment is to be made to a recipient other than the Merger ConsiderationPerson in whose name a surrendered Company Certificate is registered, it shall be a condition of payment that the Company Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and neither the Person who surrenders the Company Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Company Certificate or establish to the satisfaction of Parent nor that the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have Tax has been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretois not applicable.

Exchange Procedures. Upon surrender (i) Not less than ten (10) days prior to the Closing Date, Parent shall or shall cause the Exchange and Paying Agent to make available a form of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder letter of transmittal reasonably acceptable to the Company and instructions for use in effecting the surrender of Company Stock Certificates (or an affidavit of loss in accordance with Section 3.3(e) as defined below). Within two (2) days of receipt of the letter of transmittal, the Company shall mail the letter of transmittal to each Shareholder at the address set forth opposite each such Shareholder’s name on Section 2.2(a) of the Disclosure Schedule. After receipt of such letter of transmittal, the Shareholders, on or after the Closing, will surrender the certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the Exchange and Paying Agent for cancellation together with a duly completed and validly executed Letter letter of Transmittaltransmittal. Upon surrender of a Company Stock Certificate for cancellation to the Exchange and Paying Agent, together with such Stockholder shall be entitled to receiveletter of transmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the terms and conditions of Section 1.9(e) hereof, the Estimated holder of such Company Stock Certificate shall be entitled to receive from the Exchange and Paying Agent in exchange therefor, the cash amounts and Parent Common Share Price, Series A Merger Consideration or Series B Merger Consideration for Stock to which such holder is entitled pursuant to Section 1.7 hereof (less the Parent Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesto be deposited into the Escrow Fund with respect to the Principal Shareholders and the Equity Holdback and Cash Holdback to be held with respect to each Accredited Shareholder), and Certificates the Company Stock Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to cancelled. Until so surrendered, each such Stockholder immediately Company Stock Certificate outstanding after the Effective Time if will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the cash amounts payable and Parent Common Stock issuable in exchange for shares of Company Capital Stock (without interest) into which such Stockholder has surrendered hisshares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate pursuant hereto. Notwithstanding the foregoing, her or (i) each Shareholder that delivers its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit letter of loss in accordance with Section 3.3(e) below) transmittal and a duly executed such other documents as may reasonably be requested to the Exchange and completed Letter of Transmittal Paying Agent at least two three (23) Business Days prior to the Closing Date shall be paid all cash amounts owed to such Shareholder pursuant to Section 1.7 on the Closing Date. Until surrendered ; and (ii) each Shareholder that delivers its duly executed letter of transmittal and such other documents as contemplated by this may reasonable be requested to the Exchange and Paying Agent after the Closing shall be paid all cash amounts owed to such Shareholder pursuant to Section 3.3(b), each Certificate 1.7 as promptly as practicable after such delivery. (ii) Any holder of Class A Preferred Stock who is deemed to have received Additional Common Stock pursuant to Section 1.7(e) hereof shall be deemed at any time after to have submitted Company Stock Certificates representing the Effective Time to represent only Additional Common Stock for the right to receive upon purposes of Section 1.9(c)(i) hereof, when such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence Class A Preferred Stock properly submits such holder’s Company Stock Certificates representing their shares of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoClass A Preferred Stock.

Exchange Procedures. Upon Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Common Shares (other than holders of Excluded Common Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificate or Certificates in exchange for (A) certificates representing the shares of Parent Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder (B) if applicable, any cash, unpaid dividends or other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder Certificate shall be entitled to receivereceive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock 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 plus (B) if applicable, subject any cash, unpaid non-stock dividends and any other dividends or other distributions, that such holder has the right to receive pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesprovisions of this Article IV, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledcancelled. No interest will be paid or will accrue accrued on the cash any amount payable upon due surrender of any Certificatethe Certificates. Notwithstanding anything to In the contrary herein, upon event of a transfer of ownership of Common Shares that is not registered in the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parenta certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Representative Certificate and Wilmington Trustany other dividends or distributions in respect thereof, National Associationmay be issued and/or paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the Exchange Agent, substantially accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the form Certificate surrendered in exchange therefor is registered, it shall be a condition of Exhibit C attached heretosuch exchange that the Person (as defined below) requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Within two (2) business days following the date of this Agreement, Parent shall mail to each holder of record (as of the date hereof) of a certificate or certificates or an instrument or instruments (the “Certificates”), which immediately prior to the Effective Time represented (i) outstanding shares of Company Capital Stock whose shares are being converted into the right to receive the Merger Consideration as set forth herein and (ii) the Company Options which are being converted into the right to receive the Merger Consideration as set forth herein: (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Parent and shall be in such form and have such other provisions as are reasonably acceptable to the Company) and (B) instructions for use in effecting the surrender of the Certificates in exchange for cash constituting the Merger Consideration (less amounts of cash to be deposited in the Escrow Fund and the Representative Reimbursement Amount with respect to such Company Securityholder in accordance with ARTICLE 8); provided, however, that Parent shall be entitled to rely upon, and shall rely upon, information provided by the Company regarding Company Options which are being converted into the right to receive Merger Consideration as set forth herein, and shall not require holders of Company Options to surrender any Certificates related thereto as a condition to receipt of the appropriate portion of the Merger Consideration. Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company Parent (or an affidavit of loss in accordance with Section 3.3(e) belowif required), together with a such letter of transmittal, duly completed and validly executed Letter in accordance with the instructions thereto, the holder of Transmittal, record of such Stockholder Certificates shall be entitled to receive, subject to receive at the terms and conditions hereof, Effective Time in exchange therefor the Estimated Common Share Price, Series A amount of cash constituting the Merger Consideration or Series B Merger Consideration for to which such holder is entitled hereunder as specified on the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by Spreadsheet (less amounts of cash to be deposited in the Escrow Fund and the Representative Reimbursement Amount with respect to such Certificate or Certificates, Company Securityholder in accordance with ARTICLE 8) (the “Closing Consideration”) and the Certificates so surrendered shall forthwith be canceled; provided cancelled. Any Securityholder that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or surrenders its CertificatesCertificates and delivers its letter of transmittal, duly endorsed in blank or accompanied by duly completed and validly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two the instructions thereto, shall be entitled to receive within three (23) Business Days after such delivery (or if surrendered and delivered prior to the Closing Date, on the Closing Date) in exchange therefor its Closing Consideration, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.3(b)so surrendered, each Certificate shall outstanding Certificates 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 the Merger Consideration, and neither Parent nor the Surviving Corporation Consideration into which such securities shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoso converted.

Exchange Procedures. Upon As soon as practicable after the Effective Time, the Exchange Agent shall be instructed to mail to each record holder (other than any holder of Dissenting Shares or any of the Company, Qwest, Qwest Subsidiary and their respective Wholly-Owned Subsidiaries) of a Certificate or Certificates a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificate or Certificates representing in exchange for the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Merger Consideration. Upon surrender to the Company (Exchange Agent of a Certificate, together with such letter of transmittal duly executed and completed in accordance with the instructions thereon, the holder of such Certificate shall be entitled to receive in exchange therefor a Qwest Certificate representing that number of whole shares of Qwest Common Stock which such holder has the right to receive pursuant to the provisions of Section 1.1(a), certain dividends or an affidavit of loss other distributions in accordance with Section 3.3(e1.1(e) belowand cash in lieu of any fractional share in accordance with Section 1.1(g), together with a duly executed Letter of Transmittal, and such Stockholder Certificate shall forthwith be cancelled. No interest shall be entitled paid or accrued on the Merger Consideration, on any such dividend or other distribution or on cash payable in lieu of any fractional share of Qwest Common Stock. All distributions to receive, holders of Certificates shall be subject to any applicable federal, state, local and foreign tax withholding, and such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the terms holder of Certificates in respect of which such deduction and conditions hereof, withholding was made. If the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for is to be distributed to a person other than the Common Stockperson in whose name the Certificate surrendered is registered, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by it shall be a condition of such distribution that the Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided properly endorsed or otherwise in proper form for transfer (including signature guarantees, if required by the Surviving Corporation in its sole discretion) and that the person requesting such distribution shall pay any transfer or other taxes required by reason of such distribution to a person other than the registered holder of the Certificate surrendered or, in the alternative, establish to the satisfaction of Qwest Subsidiary that such tax has been paid or is not applicable. After the Effective Time, the Surviving Corporation shall make such payment to each such Stockholder immediately after pay all charges and expenses, including those of the Effective Time if such Stockholder has surrendered hisExchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit connection with the distribution of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Promptly after the Effective Time, certificates representing the Company Common Stock (each, a "Company Stock Certificate") shall be surrendered to Algiers. Upon surrender of a Company Stock Certificate to Algiers, or to such other agent or agents as may be appointed by Algiers, the holder of such Company Stock Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to a certificate representing the terms and conditions hereof, number of shares of Algiers Common Stock that the Estimated shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented evidenced by such surrendered Company Stock Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only have been converted into the right to receive upon such surrender receive, giving effect to the Merger Consideration, and neither Parent nor the Surviving Corporation Company Stock Certificate so surrendered shall be required delivered to pay the Algiers for cancellation. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, evidenced ownership of shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent solely the right to receive Algiers Common Stock and the holder thereof the cash of such Company Common Stock shall not be entitled to which hevote or receive any dividend or other distribution payable to holders of shares of Algiers Common Stock; provided, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary hereinhowever, that, upon the occurrence surrender of such Company Stock Certificate in exchange for certificate(s) representing shares of Algiers Common Stock, there shall be paid to the record holder of the Closingcertificate(s) representing Algiers Common Stock issued upon such exchange, payments the amount of Merger Consideration dividends or other distributions which theretofore became payable and were not paid with respect to the Stockholders hereunder shall be made number of shares of Algiers Common Stock represented by the Paying Agent pursuant certificate(s) issued upon such surrender. In no event shall the persons entitled to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoreceive such dividends or distributions be entitled to receive interest thereon.

Exchange Procedures. Upon As promptly as practicable following the date hereof and in any event not later than the fifteenth (15th) Business Day thereafter, (i) the Payment Agent shall mail to each holder of Company Capital Stock a letter of transmittal in substantially the form attached as Exhibit I (a “Letter of Transmittal”) and instructions for use in effecting the surrender of Certificates in exchange for the Certificate applicable portion of Merger Consideration pursuant to Section 2.6(b), (ii) the Payment Agent shall mail to each holder of Company Warrants a Warrant Termination Agreement and instructions for completing, executing and returning such Warrant Termination Agreement and surrendering such Company Warrants in exchange for the applicable portion of Merger Consideration pursuant to Section 2.6(d) or Certificates representing the Common StockSection 2.6(e), Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to as applicable, and (iii) the Company shall mail to each holder of Vested Company Options an Option Termination Agreement and instructions for completing, executing and returning such Option Termination Agreement in exchange for the applicable portion of Merger Consideration pursuant to Section 2.6(c). The Payment Agent will, no later than the later of (i) the Closing Date or an affidavit (ii) five (5) Business Days after receipt of loss in accordance with Section 3.3(e) below)a Certificate, together with a duly executed Letter of TransmittalTransmittal duly completed and validly executed in accordance with the instructions thereto, such Stockholder shall be entitled to receiveand any other customary documents that the Payment Agent may reasonably require in connection therewith, subject pay to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by holder of such Certificate or Certificates, and Certificates a cash amount as provided in Section 2.6(b) with respect to such Certificate so surrendered shall and the Certificate will forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will shall be paid or will shall accrue on the any cash payable upon surrender of any CertificateCertificate or Company Warrant or upon delivery of any Option Cancellation Agreement. Notwithstanding anything In the event that the amount payable upon surrender of any Certificate or Company Warrant is to be paid to a Person other than the Person in whose name such Certificate or Company Warrant was issued, it shall be a condition of payment that the Certificate or Company Warrant so surrendered shall be properly endorsed or otherwise in proper form for transfer, and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate or Company Warrant or establish to the contrary herein, upon the occurrence reasonable satisfaction of the ClosingPayment Agent that such Taxes have been paid or are not applicable. Until so surrendered, payments each outstanding Certificate or Company Warrant that prior to the Effective Time represented shares of Company Capital Stock (other than Dissenting Shares) or Company Warrants will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Merger Consideration as provided in Section 2.6(b), Section 2.6(d) or Section 2.6(e), as applicable. If, after the Effective Time, any Certificate or Company Warrant is presented to the Stockholders hereunder shall Payment Agent, it will be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by cancelled and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially exchanged as provided in the form of Exhibit C attached heretothis Section 2.7.

Exchange Procedures. Upon surrender Concurrently with the delivery of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company Information Statement (or an affidavit of loss in accordance with Section 3.3(e) defined below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereofParent, the Estimated Common Share PriceCompany or the Exchange Agent shall mail a letter of transmittal (including related attachments) in the form attached hereto as Exhibit E or an option cancellation agreement, Series A Merger Consideration or Series B Merger Consideration for as the Common case may be (the “Exchange Documents”), to each Stockholder at the address set forth opposite each such Stockholder’s name on the Spreadsheet. After receipt of such Exchange Documents, the Stockholders will surrender the certificates representing their shares of Company Capital Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificatesany, duly endorsed in blank or accompanied by duly executed stock powers assignment documents (or an affidavit the “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of loss a Company Stock Certificate, if any, for cancellation to the Exchange Agent, together with such Exchange Documents, duly completed and validly executed in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior the instructions thereto, subject to the terms of Section 1.8(d) hereof, at the Closing Datesuch Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor, the cash amounts (less the amount of cash to be deposited in the Escrow Fund on such holder’s behalf pursuant to Section 1.8(b) hereof and Article VIII hereof) to which such holder is entitled pursuant to Section 1.6(b) or Section 1.6(d)(ii) hereof, and the Company Stock Certificate, if any, so surrendered shall be cancelled. Until surrendered as contemplated by this Section 3.3(b)so surrendered, each Company Stock Certificate shall be deemed at any time outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to represent evidence only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to amounts payable in exchange for shares of Company Capital Stock (without interest) into which he, she or it would otherwise such shares of Company Capital Stock shall have been entitledso converted. No interest portion of the Total Consideration will be paid or will accrue on to the cash payable upon surrender holder of any Certificate. Notwithstanding anything unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the contrary herein, upon holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent Exchange Documents pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) As promptly as practicable, but in any event no later than five (5) Business Days following the Effective Time, and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to Sections 2.01, 2.03 and 2.04 of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (ii) a check representing the amount of cash payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Agreement, and the Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or accrued on any cash to be issued in lieu of fractional shares and any unpaid dividends and distributions payable to holders of Certificates. For shares of Company Common stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.04. After the surrender of a Certificate in accordance with this Section 2.04, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer 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 StockStock for exchange as provided in this Section 2.04, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or or, an appropriate affidavit of loss and indemnity agreement and/or a bond in accordance such amount as may be required in each case by Buyer (but not more than the amount required under Buyer’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of Company who have not theretofore complied with Section 3.3(e2.04(b) belowshall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), together with 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 shares of Company Common Stock represented by any Certificate for any consideration paid to a duly executed Letter of Transmittalpublic official pursuant to applicable abandoned property, such Stockholder escheat or similar laws. Buyer and the Exchange Agent shall be entitled to receiverely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, subject which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to tender to the terms and conditions hereof, the Estimated Common Share Price, Series A custody of any court of competent jurisdiction any Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesand file legal proceedings interpleading all parties to such dispute, and Certificates will thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so surrendered deducted and withheld shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit treated for all purposes of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior this Agreement as having been paid to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon holder of Company Common Stock in respect of which such surrender the Merger Consideration, deduction and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be withholding was made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoBuyer.

Exchange Procedures. Upon surrender of Prior to the Certificate or Certificates representing the Common StockEffective Time, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Parent shall deliver to the Company and the Company shall mail to each record holder of Company Stock or Company Options a letter of transmittal (the “Letter of Transmittal”) in a form approved by Parent and the Company and instructions for use in surrendering such securities and receiving cash pursuant to Section 2.01, which may include any certifications Parent may request with respect to compliance with any withholding obligations of Parent or the Surviving Corporation under the Code. From and after the Effective Time, either Parent, or a bank or trust company that may be designated by Parent to act in such capacity shall act as exchange agent (the “Exchange Agent”), in effecting the exchange of cash for certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock and any certificates, contracts, agreements or instruments that represented outstanding Company Options (collectively, “Company Share Certificates”) and which were converted into the right to receive the applicable amount of cash pursuant to Section 2.01. If Parent has elected to engage an affidavit Exchange Agent, promptly after the Effective Time, but in no event later than two business days following the Effective Time, Parent shall cause to be deposited in trust with the Exchange Agent the cash portion of loss in accordance with Section 3.3(e) belowthe Closing Payment less the Escrow Amount. Upon the surrender of each Company Share Certificate for cancellation to Parent or the Exchange Agent (if any), together with a duly properly completed and executed Letter of Transmittal, Transmittal and such Stockholder other documents as may reasonably be required by Parent: (i) Parent shall cause to be entitled to receive, subject issued to the terms and conditions hereofholder of such Company Share Certificate in exchange therefor a check (or at Parent’s election a wire transfer, to the Estimated Common extent that the aggregate amount owed to such holder is in excess of $1,000,000) in the amount such holder is entitled pursuant to Section 2.01 (less the cash amount attributable to the pro rata interest of such holder in the Escrow Fund pursuant to Section 2.03(b)); and (ii) the Company Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that cancelled. In the Surviving Corporation shall make such payment event of a transfer of ownership of shares of Company Stock prior to each such Stockholder immediately after the Effective Time that is not registered in the transfer records of the Company, the applicable cash amount may only be issued to a person other than the person in whose name the Company Share Certificate so surrendered is registered if (i) the Company Share Certificate representing such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or shares of Company Stock is presented to Parent accompanied by duly executed all documents required to evidence and effect such transfer and evidence that (x) such shares are transferable and (y) all applicable stock powers transfer taxes have been paid, and (or an affidavit of loss ii) all other conditions specified in accordance with Section 3.3(e) below) and a duly executed and completed the applicable Letter of Transmittal at least two (2including the making of any certifications or signature guarantees) Business Days prior to the Closing Datehave been satisfied or complied with. Until surrendered as contemplated by this Section 3.3(b)Article II, each Company Share Certificate shall shall, subject to dissenters rights under the DGCL and Section 2.06 hereof, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender and completion of a Letter of Transmittal the applicable portion of the Aggregate Merger Consideration, and neither Parent nor Consideration with respect to the Surviving Corporation shall be required to pay the holder thereof the cash shares of Company Stock formerly represented thereby to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent such holder is entitled pursuant to that certain Paying Agent Agreement, by Sections 2.01 and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto2.02.

Exchange Procedures. Upon As soon as reasonably practicable (and in ------------------- any event no later than ten days) after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock that was converted into the right to receive the Merger Consideration pursuant to Section 2.01(b), (i) a letter of transmittal in customary form and containing customary provisions and (ii) instructions for use in effecting the surrender of certificates representing such person's shares of Company Common Stock in exchange for the Certificate Merger Consideration. Promptly after the Effective Time, each holder of record of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock (the "CERTIFICATES") shall, upon surrender to the Exchange Agent of such Certificates representing or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittaland acceptance thereof by the Exchange Agent, such Stockholder shall be entitled to receivereceive in exchange therefor a certificate representing the number of full shares of common stock of the Surviving Corporation, subject if any, to be retained by the holder thereof as Non-Cash Election Shares pursuant to this Agreement and an amount of cash equal to the terms and conditions hereof, the Estimated Common Share Price, Series A Cash Merger Consideration or Series B Merger Consideration for per share multiplied by the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, number of shares represented by such Certificate or CertificatesCertificates which have not otherwise been retained as Non- Cash Election Shares, and the Certificates so surrendered shall forthwith be canceled; provided . In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the issuance of any Non-Cash Election Shares and the payment of the Cash Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if, and only if, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance of any Non-Cash Election Shares and the payment of the Cash Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation shall make that such payment to each such Stockholder immediately after the Effective Time if such Stockholder tax has surrendered his, her been paid or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Dateis not applicable. Until surrendered as contemplated by this Section 3.3(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay Consideration which the holder thereof has the cash right to which he, she or it would otherwise have been entitledreceive in respect of such Certificate pursuant to this Article II. No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of as Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article II.

Exchange Procedures. Promptly (and in any event within three Business Days) after the Effective Time, the Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate and each holder of record of Uncertificated Shares (i) a letter of transmittal in customary form and (ii) in the case of a holder of Certificates, instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect thereto. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) belowthe instructions (and such other customary documents as may reasonably be required by the Exchange Agent), together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor cash in an amount equal to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for that such holder has the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesright to receive pursuant to the provisions of this Article II, and Certificates the Certificate so surrendered shall forthwith immediately be canceled; provided cancelled. Upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder of such Uncertificated Shares shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, and the transferred Uncertificated Shares so surrendered shall immediately be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of Certificates or Uncertificated Shares. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid to an individual, corporation, limited liability company, partnership, association, trust or other entity, including a Governmental Entity (“Person”) other than the Person in whose name the Certificate or Uncertificated Shares are registered, if, in the case of shares represented by a Certificate, such Certificate is presented to the Exchange Agent, and in each case the transferor provides to the Exchange Agent (i) all documents required to evidence and effect such transfer and (ii) evidence reasonably satisfactory to the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her that any applicable stock transfer or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Dateother Taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.2, each Certificate and all Uncertificated Shares (other than Certificates or Uncertificated Shares representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made as contemplated by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Section 2.2.

Exchange Procedures. Promptly after the Effective Time, Terra Tech shall mail to each holder of record of a certificate or certificates ("Certificates") that immediately prior to the Effective Time represented outstanding Shares that were converted into the right to receive Payment Securities or cash in lieu of any fractional shares pursuant to this Agreement, (i) a letter of transmittal in customary form and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Payment Securities. Upon surrender of the Certificate or Certificates representing the Common Stockfor cancellation to Terra Tech together with such letter of transmittal, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss duly completed and validly executed in accordance with Section 3.3(e) belowthe instructions thereto, and such other documents as may reasonably be required by Terra Tech (including any required Form W-9 or Form W-8), together with a duly executed Letter the holders of Transmittal, such Stockholder Certificates shall be entitled to receive, subject to receive in exchange therefor (x) certificates representing the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented number of whole shares of Payment Securities (after aggregating all Certificates surrendered by such Certificate or Certificatesholder) into which such holder is entitled pursuant to this Agreement, less the number of shares of Payment Securities to be deposited in the Escrow Account pursuant to Section 1.5 and (y) a check in the amount of dollars in lieu of fractional shares that such holders have the right to receive pursuant to Section 1.2(f), and the Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately . Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time if such Stockholder has surrendered hisTime, her or its Certificatesfor all corporate purposes, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash number of whole shares of Payment Securities to which he, she such holder is entitled pursuant to this Agreement or it would otherwise have been entitledan amount in cash in lieu of the issuance of any fractional shares. No interest will be paid or will accrue accrued on the any cash payable upon surrender in lieu of any Certificatefractional shares of Payment Securities. Notwithstanding anything to In the contrary herein, upon event of a transfer of ownership of Shares that is not registered in the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parenta certificate representing the proper number of shares of Payment Securities and cash payable in lieu of fractional shares may be issued to a transferee if the Certificate representing such Shares is presented to Terra Tech, the Representative accompanied by all documents required to evidence and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoeffect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Within five (5) Business Days of the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Capital Stock, (i) a letter of transmittal in the form attached hereto as Exhibit D (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Cash Consideration payable upon surrender of said Certificates. Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such Letter of loss Transmittal, duly completed and validly executed in accordance with Section 3.3(e) belowthe instructions thereto (x), together the holders of such Certificates formerly representing the Company Capital Stock shall be entitled to receive in exchange therefor (A) that portion of the Cash Consideration to which such holder is entitled pursuant to Section 1.6(a) hereof and (B) their right to receive payments from the Escrow Fund, if any, upon the termination of the Escrow Fund in accordance with a Article VII hereof and the Escrow Agreement, and the Certificate so surrendered shall be canceled and (y) Parent shall use its commercially reasonable efforts to have the Exchange Agent distribute, no later than five Business Days following the receipt of such Certificates and duly completed and validly executed Letter of Transmittal, the amount of Cash Consideration to which such Stockholder shall be holder is entitled pursuant to receiveclause (x)(A) above. Until so surrendered, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred each Company Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately outstanding after the Effective Time if such Stockholder has surrendered hiswill be deemed, her or its Certificatesfor all corporate purposes thereafter, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon the portion of the Cash Consideration in exchange for shares of Company Capital Stock (without interest) into which such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shares of Company Capital Stock shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledso converted. No interest portion of the Cash Consideration will be paid or will accrue on to the cash payable upon surrender holder of any Certificate. Notwithstanding anything unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the contrary herein, upon holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made executed exchange documents required by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially Parent in the form of Exhibit C attached heretoaccordance with this Section 1.7(c).

Exchange Procedures. As soon as reasonably practicable (and in any event no later than 10 days) after the Effective Time, Parent 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") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (i) a letter of 10 transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Paying Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed Letter executed, and such other customary documents as may be reasonably required by the Paying Agent, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to receive promptly in exchange therefor the terms and conditions hereof, amount of cash into which the Estimated shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, theretofore represented by such Certificate or Certificatesshall have been converted pursuant to Section 2.01(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment shall be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation shall make that such payment to each such Stockholder immediately after the Effective Time if such Stockholder tax has surrendered his, her been paid or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Dateis not applicable. Until surrendered as contemplated by this Section 3.3(b2.02(c), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, and neither Parent nor without interest, into which the Surviving Corporation shares of Company Common Stock theretofore represented by such Certificate shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledconverted pursuant to Section 2.01(c). No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence Certificate under any provision of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent this Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) who did not complete an Form of Election pursuant to Section 2.03, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed Letter executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of Transmittal, such Stockholder Certificate shall be entitled to receivereceive in exchange therefor the amount of cash, subject to if any, and the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the number of whole shares of Parent Common Stock, Series A Preferred if any, into which the aggregate number of shares of Company Common Stock or Series B Preferred Stock, respectively, previously represented by such Certificate or Certificatesshall have been converted pursuant to Section 2.01(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided . Thereafter, such holder shall be treated as a holder of Parent Common Stock for purposes of voting or quorum for any meeting of the stockholders of Parent. In the event of a transfer of ownership of Company Common Stock that is not registered in the Surviving Corporation transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall make be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to each a person other than the registered holder of such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Certificate or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor Consideration into which the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise shares of Company Common Stock theretofore represented by such Certificate have been entitledconverted pursuant to Section 2.01(c). No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. (a) At the Effective Time of the Merger, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time of the Merger, for exchange in accordance with this Section 2.5 through the Exchange Agent, cash in the amount of the Merger Consideration payable to such holders of Company Stock pursuant to Section 2.2 in exchange for their shares of Company Stock (collectively, the “Exchange Fund”). (b) Parent shall direct the Exchange Agent to mail, promptly after the Effective Time of the Merger, to each holder of record of shares of Company Stock that are represented by (x) a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Stock (the “Certificates”) or (y) an entry to that effect in the shareholder records maintained on behalf of Company by the Company stock transfer agent (the “Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and Company may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for the Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, or authorizing transfer of loss in accordance with Section 3.3(e) below)Book Entry Shares, together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal, such Stockholder shares of Company stock shall be entitled to receive, subject receive in exchange therefore the amount of the Merger Consideration that such holder has the right to the terms and conditions receive pursuant to Section 2.2 hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such and any Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)2.5, each Certificate and any Book Entry Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger ConsiderationConsideration to be paid in consideration therefore upon surrender of such Certificate or transfer of the Book Entry Shares, as the case may be, as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Stock that are not Book Entry Shares should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder shall, if required by Parent or Exchange Agent, deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to Parent and shall be entitled to receive the Merger Consideration to be paid in consideration therefore in accordance with Section 2.2 hereof. (c) If, after the Effective Time of the Merger, Certificates or Book Entry Shares are presented to Parent for any reason, they shall be canceled and exchanged as provided in this Agreement. (d) Any portion of the Exchange Fund that remains undistributed to the shareholders of Company following the passage of twelve months after the Effective Time of the Merger shall be delivered to the Surviving Corporation, upon demand, and any shareholders of Company who have not theretofore complied with this Section 2.5 shall thereafter look only to the Surviving Corporation and Parent for payment of their claim for the Merger Consideration payable in consideration for any Certificate or transfer of any Book Entry Shares. (e) Except as otherwise required by Law, neither Parent nor the Surviving Corporation shall be required liable to pay any holder of shares of Company Stock for such cash from the holder thereof the cash Exchange Fund delivered to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent a public official pursuant to that certain Paying Agent Agreementany applicable abandoned property, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoescheat or similar law.

Exchange Procedures. Promptly following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal to each Shareholder at the address set forth opposite each such holder’s name on the Spreadsheet. After receipt of such letter of transmittal (which shall include instructions for use of the letter of transmittal in effecting the surrender of certificates which immediately prior to the Effective Time represented issued and outstanding Company Capital Stock that were converted into the right to receive consideration pursuant to Section 1.6 in exchange for cash) and any other documents that Parent or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), the Shareholders will surrender the certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of the a Company Stock Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent, or an affidavit of loss such other agent or agents as may be appointed by Parent, together with such Exchange Documents, duly completed and validly executed in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receivethe instructions thereto, subject to the terms and conditions of Section 1.9(d) hereof, the Estimated Common Share Priceholder of such Company Stock Certificate shall be entitled to receive from the Exchange Agent in exchange therefor, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by cash amounts to which such Certificate or Certificatesholder is entitled pursuant to Section 1.6(b) hereof, and Certificates the Company Stock Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to cancelled. Until so surrendered, each such Stockholder immediately Company Stock Certificate outstanding after the Effective Time if such Stockholder has surrendered hiswill be deemed, her or its Certificatesfor all corporate purposes thereafter, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon the cash amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such surrender shares of Company Capital Stock shall have been so converted. No portion of the Merger Total Closing Consideration, and neither Parent nor the Surviving Corporation shall be required to pay Total CY12 Earnout Consideration or the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest Total CY13 Earnout Consideration will be paid or will accrue on to the cash payable upon surrender holder of any Certificate. Notwithstanding anything unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the contrary herein, upon the occurrence holder of the Closing, payments record of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent such Company Stock Certificate surrenders such Company Stock Certificate and delivers validly executed Exchange Documents pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon surrender (i) Promptly following the Effective Time, Acquiror shall send, or shall cause the Exchange Agent to send, to each record holder of a Company Certificate, which shares were converted into the Certificate or Certificates representing right to receive the Common StockMerger Consideration in respect thereof at the Effective Time pursuant to this Agreement: (i) a letter of transmittal substantially in the form of Exhibit J hereto, Series A Preferred Stock or Series B Preferred Stock held with such changes as may be required by each Stockholder the Exchange Agent and reasonably acceptable to the Company (or an affidavit the “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent, and shall otherwise be in such form and have such other provisions as the Company, Acquiror and the Exchange Agent may reasonably specify and (ii) instructions for effecting the surrender of the Company Certificates (or affidavits in lieu thereof in accordance with Section 3.3(e3.03(e)) belowin exchange for the aggregate Merger Consideration in respect thereof. Upon surrender of Company Certificates (or affidavits in lieu thereof in accordance with Section 3.03(e), together with ) for cancellation to the Exchange Agent and upon delivery of a duly executed Letter of Transmittal, duly executed and in proper form with all required enclosures and attachments, with respect to such Stockholder Company Certificates, the holder of such Company Certificates shall be entitled to receive, subject to receive the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the each share of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, formerly represented by such Certificate or Company Certificates, and . Any Company Certificates so surrendered shall forthwith be canceled; provided cancelled. If payment of any Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Company Certificate is registered, it shall be a condition precedent to payment that the Surviving Corporation Company Certificate so surrendered shall make be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the aggregate Merger Consideration in respect thereof, as applicable, to each such Stockholder immediately after a Person other than the Effective Time if such Stockholder has registered holder of the Company Certificate so surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior shall have established to the Closing Datesatisfaction of Acquiror that such Taxes either have been paid or are not required to be paid. Until surrendered as contemplated by this Section 3.3(b)hereby, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon the aggregate Merger Consideration in respect thereof. (ii) Promptly following the Effective Time, Acquiror shall send, or shall cause the Exchange Agent to send, each holder of Company Book-Entry Shares the Merger Consideration for each share of Company Common Stock formerly represented by such surrender Company Book-Entry Shares. Any Company Book-Entry Shares so surrendered shall forthwith be cancelled. Delivery of the aggregate Merger Consideration, and neither Parent nor as applicable, with respect to Company Book-Entry Shares shall only be made to the Surviving Corporation Person in whose name such Company Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Company Book-Entry Share shall be required deemed at any time after the Effective Time to pay represent only the holder thereof right to receive the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of aggregate Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretorespect thereof.

Exchange Procedures. As promptly as reasonably practicable, after the Effective Time, Parent shall cause to be mailed to each holder of record of a Company Certificate, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in customary form) and instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto and such other documents as may reasonably be required pursuant to such instructions, together with a duly executed Letter the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive as part of the Merger Consideration and (B) a check for the cash that such holder is entitled to receive, subject including any cash consideration, cash in lieu of fractional shares, any dividends or other distributions to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by which such Certificate or Certificatesholder is entitled pursuant to Section 1.7, and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datecancelled. Until surrendered as contemplated by this Section 3.3(b)so 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 the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence Any portion of the Closing, payments shares of Merger Consideration to Parent Common Stock and cash deposited with the Stockholders hereunder shall be made by the Paying Exchange Agent pursuant to that certain Paying Agent AgreementSection (b) above, by and among which remains undistributed to the Company, holders of the shares of Company Common Stock for 12 months after the Closing shall be delivered to Parent, the Representative upon demand, and Wilmington Trust, National Association, substantially in the form any holders of shares of Company Common Stock who have not theretofore complied with this Exhibit C attached heretoshall thereafter be entitled to receive from Parent payment of the Merger Consideration and any cash in lieu of fractional shares, dividends or distributions with respect to Parent Common Stock to which such holders may be then entitled.

Exchange Procedures. Upon As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of shares of Company Capital Stock entitled to receive the Merger Consideration pursuant to Section 2.1(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates that formerly evidenced the shares of Company Capital Stock (each a "Certificate") shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder pursuant to such letter of transmittal. Subject to the Company (or an affidavit following sentence, upon surrender to the Exchange Agent of loss a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter and such other documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration receive in exchange therefor a check for the Common Stock, Series A Preferred cash which such holder has the right to receive in respect of such shares of Company Capital Stock or Series B Preferred Stock, respectively, formerly represented by such Certificate or CertificatesCertificate, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that cancelled. Parent's agreement with the Surviving Corporation Exchange Agent shall make provide that, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, the Apollo Investors and the Trust shall be entitled to receive payment to each such Stockholder of the cash portion of the Merger Consideration in respect of the shares of Company Capital Stock held by them by wire transfer of immediately available funds as promptly as practicable after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to on the Closing Date, to the account(s) designated by such stockholder. No interest will be paid or will accrue on any cash payable pursuant to Section 2.1(a). In the event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of the Company, a check for the cash which such holder has the right to receive in respect of such holder's shares of Company Capital Stock formerly represented by such Certificate may be issued to a transferee if the Certificate representing such shares of Company Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.2, 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 applicable Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon surrender (i) Promptly after the Effective Time, Parent shall cause the Exchange Agent (as defined below) to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (“Certificates”) and that at the Effective Time were, in accordance with this Article 3, converted into the right to receive the Merger Consideration (i) a letter of transmittal 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 Certificate or Certificates representing to the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Exchange Agent and which shall be reasonably satisfactory to the Company and (or an affidavit ii) instructions for use in effecting surrender by such holder of loss Certificates to the Exchange Agent in exchange for the Merger Consideration. (ii) The holder of each Certificate, upon the surrender by such holder to the Exchange Agent of such Certificate, together with the letter of transmittal duly completed and validly executed by such holder in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter of Transmittaland such other documents as may reasonably be required by the Exchange Agent, such Stockholder shall be entitled to receivereceive in exchange for such Certificate a check (or, subject to if requested by such holder, a wire transfer) for the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for into which shares of the Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, theretofore represented by such Certificate or Certificateshave been converted pursuant to Section 3.1, and Certificates such Certificate shall forthwith thereafter be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the cash consideration payable hereunder with respect to such shares of Company Common Stock may be paid to a Person other than the Person in whose name the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time is registered, if such Stockholder has surrendered his, her Certificate shall be properly endorsed or its Certificates, duly endorsed otherwise be in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with proper form for transfer. Subject to Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)3.10, each Certificate shall be deemed at any time all times from and after the Effective Time to represent only the right to receive receive, upon such surrender exchange as contemplated in this Section 3.6, the Merger Consideration, and neither Parent nor Consideration into which the Surviving Corporation shall be required to pay shares of Company Common Stock formerly represented by such Certificate are converted in the holder thereof the cash to which he, she or it would otherwise have been entitledMerger. No interest will shall be paid or will accrue on the cash any Merger Consideration payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon (a) At and after the Effective Time, each certificate (each, a "Certificate") previously representing shares of the Company Common Stock shall (except as specifically set forth in Section 1.4) represent only the right to receive the Merger Consideration, without interest. (b) At the Effective Time, Parent or Merger Sub shall deposit, or shall cause to be deposited, with a bank or trust company (which may be an affiliate of Parent or the Company) (the "Exchange Agent"), for the benefit of the holders of the Certificates, an amount equal to the product of the Merger Consideration and the number of shares of the Company Common Stock entitled to receive the Merger Consideration. (c) Immediately after the Effective Time, the Exchange Agent shall mail or deliver to each holder of record of a Certificate or Certificates the following: (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, which shall be in a customary form; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the proper surrender of a Certificate or Certificates to the Exchange Agent, together with a properly completed and duly executed letter of transmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the product of the Merger Consideration and the number of shares of the Company Common Stock represented by the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder surrendered pursuant to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions provisions hereof, and the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided . No interest shall be paid or accrue on the Merger Consideration. In the event of a transfer of ownership of any shares of the Company Common Stock not registered in the transfer records of the Company, a check for the Merger Consideration may be issued to the transferee if the Certificate representing such Company Common Stock is presented to Parent, accompanied by documents sufficient, in the discretion of Parent, (x) to evidence and effect such transfer, and (y) to evidence that all applicable stock transfer taxes have been paid. Parent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Certificates such amounts (if any) as Parent determines are required under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Certificate. (d) From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any shares of the Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Parent or the Surviving Corporation Corporation, they shall make such payment be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to each such Stockholder immediately this Agreement in accordance with the procedures set forth in this Section 1.5. (e) If any Certificates shall not have been surrendered to Parent by the date six months after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or by such earlier date on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall thereupon, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Any stockholders of the Company who have not theretofore complied with this Section 1.5 shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration deliverable in respect of each share of the Company Common Stock held by such stockholder, as determined pursuant to this Agreement, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation or any other Person shall be liable to any former holder of the Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made that fact by the Paying Agent pursuant Person claiming such Certificate to that certain Paying Agent Agreementbe lost, stolen or destroyed and, if required by and among the Company, Parent, the Representative and Wilmington Trustposting by such Person of a bond in such amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, National AssociationParent shall issue in exchange for such lost, substantially stolen or destroyed Certificate the Merger Consideration deliverable in the form of Exhibit C attached heretorespect thereof pursuant to this Agreement.

Exchange Procedures. Upon As promptly as practicable after the Effective Time, (but in no event later than five (5) business days after the Effective Time), Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder pursuant to such letter of transmittal. Upon surrender to the Company (or an affidavit Exchange Agent of loss a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter and such other documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject 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 terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, Shares formerly represented by such Certificate (after taking into account all 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 2.02(e) and any dividends or Certificatesother distributions to which such holder is entitled pursuant to Section 2.02(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided cancelled. In the event of a transfer of ownership of Shares that is not registered in the Surviving Corporation shall make 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 payment holder is entitled pursuant to each Section 2.02(e) and any dividends or other distributions to which such Stockholder immediately after holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Effective Time if Certificate representing such Stockholder has surrendered hisShares is presented to the Exchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed all documents required to evidence and effect such transfer and by evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.02, 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 Merger Considerationcertificate representing shares of Parent Common Stock, and neither cash in lieu of any fractional shares of Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash Common Stock to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent such holder is entitled pursuant to that certain Paying Agent Agreement, by Section 2.02(e) and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoany dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c).

Exchange Procedures. Promptly after the Closing, the Surviving Corporation shall cause to be mailed to each holder of record certificate or certificates which immediately prior to the Closing represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.7, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Company Certificates in exchange for cash representing the Merger Consideration. Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto and such other documents as may be required pursuant to such instructions, together with a duly executed Letter the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive in exchange therefor (A) a certificate representing the number of whole shares of QIAGEN Common Stock that such holder has the right to receive and (B) a check for the cash consideration that such holder is entitled to receive, subject to the terms and conditions hereofincluding any cash consideration, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the any cash in lieu of fractional shares of QIAGEN Common Stock, Series A Preferred Stock and any dividends or Series B Preferred Stock, respectively, represented by other distributions to which such Certificate or Certificatesholder is entitled pursuant to Section 1.7, and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to cancelled. Until so surrendered, each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisoutstanding Company Certificate that, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)Closing, each Certificate represented shares of Company Common Stock 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 the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay number of full shares of QIAGEN Common Stock into which the holder thereof of such shares of Company Common Stock is entitled and the right to receive an amount in cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on in lieu of the cash payable upon surrender issuance of any Certificatefractional shares in accordance with Section 1.13. Notwithstanding anything to the contrary herein, upon the occurrence Any portion of the Closing, payments shares of Merger Consideration to QIAGEN Common Stock and cash deposited with the Stockholders hereunder shall be made by the Paying Exchange Agent pursuant to that certain Paying Agent AgreementSection (b) above, by and among which remains undistributed to the Company, holders of the shares of Company Common Stock for six (6) 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 Section 1.13 shall thereafter look only to Parent and only as general creditors thereof for payment of their claim for QIAGEN Common Stock, cash consideration or any cash in lieu of fractional shares of QIAGEN Common Stock and any dividends or distributions with respect to QIAGEN Common Stock to which such holders may be then entitled. Any portion of the Representative cash deposited with the Exchange Agent pursuant to Section 1.13(a) remaining unclaimed by holders of Company Common Stock as of the date which is immediately prior to the date that such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by Law, become the property of Parent free and Wilmington Trust, National Association, substantially in the form clear of Exhibit C attached heretoany claims or interest of any person previously entitled thereto.

Exchange Procedures. Upon surrender (a) Prior to the Effective Time, Purchaser shall deliver to the Exchange Agent for the benefit of the Certificate or holders of Certificates representing (other than the Common Stockholders of Dissenting Shares and Purchaser as the holder of Excluded Shares) an amount of cash, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder in immediately available funds, equal to the Company aggregate Merger Consideration to be paid to such holders of Certificates less the Deposit. At the Effective Time, Seller shall tender the Deposit, in immediately available funds, to the Exchange Agent in satisfaction of all of its obligations to Purchaser with respect to the Deposit. (b) No later than five business days following the Effective Time, Purchaser shall cause the Exchange Agent to mail or an affidavit make available to each holder of record any Certificate (other than Purchaser as the holder of Excluded Shares) a notice and letter of transmittal disclosing the effectiveness of the Merger and the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify that delivery shall be effected and risk of loss and title shall pass only upon proper delivery of Certificates to the Exchange Agent. (c) Each holder of any outstanding Certificate (other than holders of Dissenting Shares and Purchaser as the holder of Excluded Shares) who surrenders such Certificate to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the Merger Consideration. The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject normal exchange practices. Each outstanding Certificate which is not surrendered to the terms and conditions hereofExchange Agent shall, the Estimated Common Share Priceexcept as provided in Section 2.04, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit evidence ownership of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration without interest. (d) The Exchange Agent shall not be obligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 2.07 or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by the Exchange Agent or Purchaser. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the Person requesting such exchange pay to the Exchange Agent any transfer or other Tax required by reason of the issuance of a check in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (e) Any portion of the cash delivered to the Exchange Agent by Purchaser (or the Deposit delivered by Seller) pursuant to Section 2.07(a) that remains unclaimed by the former stockholders of Seller for six months after the Effective Time shall be delivered by the Exchange Agent to Purchaser. Any stockholders of Seller who have not theretofore complied with Section 2.07(c)) shall thereafter look only to Purchaser for the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment 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 Purchaser (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 of the Parties shall be liable to any holder of Seller Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Purchaser and the Exchange Agent shall be entitled to rely upon such surrender the stock transfer books of Seller to establish the identity of those Persons entitled to receive the Merger Consideration, and neither Parent nor the Surviving Corporation which books shall be conclusive with respect thereto. (f) The Exchange Agent or Purchaser shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Certificates such amounts as it is required to pay 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 the Exchange Agent or Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments Certificates in respect of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by which such deduction and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretowithholding was made.

Exchange Procedures. As soon as practicable after the Effective Time, Parent shall 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 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) 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 the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent, together with a duly executed Letter letter of Transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the terms provisions of this Article 2 and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the any cash in lieu of fractional shares of Parent Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such and the Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that cancelled. In the Surviving Corporation shall make event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock may be issued and paid to a transferee if the Certificate representing such payment Company Common Stock is presented to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisExchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed all documents required to evidence and effect such transfer and by evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)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 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 be issued in the Merger Consideration, will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and neither Parent nor the Surviving Corporation shall be any other required to pay the holder thereof the cash to which he, she or it would otherwise have been entitleddocuments. No interest will be paid or will accrue payable on the cash payable upon surrender such consideration, regardless of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially delay in the form of Exhibit C attached heretomaking payments.

Exchange Procedures. Upon (a) Appropriate transmittal materials ("Letter of Transmittal") in a form satisfactory to Buyer and Seller shall be mailed as soon as practicable after the Closing Date to each holder of record of Seller Common Stock as of the Closing Date who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of Seller Common Stock to be converted thereby. (b) At and after the Closing Date, each Certificate (except as specifically set forth in Section 2.3(b) shall represent only the right to receive the Merger Consideration. (c) At the Effective Time, Buyer shall make available to the Exchange Agent, for the benefit of the holders of shares of Seller Common Stock, for exchange in accordance with this Section 2.5, an amount of cash sufficient to pay the aggregate Cash Merger Consideration and the aggregate amount of cash in lieu of fractional shares to be paid pursuant to Section 2.3(c), and Buyer shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of Buyer Common Stock to provide for payment of the aggregate Stock Merger 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 delivery of the Certificates to the Exchange Agent, (ii) be in a form and contain any other provisions as Buyer may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificate or Certificates representing in exchange for the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Merger Consideration. Upon the proper surrender of the Certificates to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Stockholder Certificates shall be entitled to receivereceive in exchange therefor (m) a certificate representing that number of whole shares of Buyer Common Stock that such holder has the right to receive pursuant to Section 2.3(b), subject if any, and (n) a check in the amount equal to the terms cash that such holder has the right to receive pursuant to Section 2.3(b), if any, (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.3(c)) and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration any dividends or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by other distributions to which such Certificate or Certificates, and holder is entitled pursuant to this Section 2.5. Certificates so surrendered shall forthwith be canceled; . As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Buyer 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 Buyer Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the Surviving Corporation account of the persons entitled thereto. If there is a transfer of ownership of any shares of Seller Common Stock not registered in the transfer records of Seller, the Merger Consideration shall make be issued to the transferee thereof if the Certificates representing such payment Seller Common Stock are presented to each the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Buyer and the Exchange Agent, (x) to evidence and effect such Stockholder immediately transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time if with respect to Buyer Common Stock shall be remitted to any person entitled to receive shares of Buyer Common Stock hereunder until such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss person surrenders his Certificates in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)2.5. Upon the surrender of such person's Certificates, each Certificate such person shall be deemed at entitled to receive any time dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such person's Certificates. (f) The stock transfer books of Seller 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 Seller of any shares of Seller Common Stock. If, after the Effective Time, Certificates are presented to represent Buyer, 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 2.5. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.3, any dividends or other distributions to be paid pursuant to this Section 2.5 or any proceeds from any investments thereof that remains unclaimed by the shareholders of Seller for six months after the Effective Time shall be repaid by the Exchange Agent to Buyer upon the written request of Buyer. After such request is made, any shareholders of Seller who have not theretofore complied with this Section 2.5 shall look only to Buyer for the right Merger Consideration deliverable in respect of each share of Seller Common Stock such shareholder holds, as determined pursuant to Section 2.3 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 Buyer (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 Seller Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Buyer and the Exchange Agent shall be entitled to rely upon Seller's stock transfer books to establish the identity of those persons entitled to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation which books shall be required conclusive with respect thereto. In the event of a dispute with respect to pay ownership of stock represented by any Certificate, Buyer and the holder thereof the cash Exchange Agent shall be entitled to which he, she or it would otherwise 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 entitled. No interest will be paid lost, stolen or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary hereindestroyed, upon the occurrence 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, 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 2.3. (j) Buyer shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any holder of Certificates, 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 Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Closing, payments Certificates in respect of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by which such deduction and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretowithholding was made.

Exchange Procedures. Promptly (and in any event no more than five (5) 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 Common Stock (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, properly completed and duly executed Letter executed, and such other documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to receive in exchange therefor the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for payable in respect of the shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate 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 Certificatesother distributions to which such holder is entitled pursuant to Section 2.2(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . No interest shall 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 Surviving Corporation shall make event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such payment shares of Company Common Stock may be paid to each a transferee if the Certificate representing such Stockholder immediately after shares of Company Common Stock is presented to the Effective Time if such Stockholder has surrendered hisExchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed all documents required to evidence and effect such transfer and by evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer Taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration payable in respect of the shares of Company Common Stock represented by such Certificate, and neither cash in lieu of any fractional shares of Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash Common Stock to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent such holder is entitled pursuant to that certain Paying Agent Agreement, by Section 2.2(e) and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoany dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the time of the Merger, inTEST shall cause the Exchange Agent to mail to each holder of record (as of the time of the Merger) of a certificate or certificates (the "Certificates") which, immediately prior to the time of the Merger represented outstanding shares of Company Stock, which shares were converted into shares of inTEST Stock pursuant to Section 3(a), (i) a letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as inTEST may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of inTEST Stock. Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holders of Transmittal, such Stockholder Certificates shall be entitled to receive, subject to receive in exchange therefor Certificates representing the terms and conditions hereof, number of whole shares of inTEST Stock into which their shares of Company Stock were converted at the Estimated Common Share Price, Series A time of the Merger Consideration or Series B Merger Consideration for (less the Common Stock, Series A Preferred shares of inTEST Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesdeposited in the Escrow Fund), and the Certificates so surrendered shall forthwith be canceled; provided cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the time of the Merger, for all corporate purposes, to evidence the ownership of the number of full shares of inTEST Stock into which such shares of Company Stock shall have been so converted. If any portion of the inTEST Stock, and cash in lieu of fractional shares thereof otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in whose name the Certificate is registered, it shall be a condition of such issuance or payment that the Surviving Corporation Certificate so surrendered shall make be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payments shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance or payment to each a person other than the registered holder of such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Company Stock or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after satisfaction of the Effective Time to represent only the right to receive upon Exchange Agent that such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have tax has been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretois not payable.

Exchange Procedures. Upon (a) Promptly following the Agreement Date, the Company shall provide to each holder of a certificate for shares of Capital Stock (a “Certificate”) (i) a letter of transmittal in substantially the form attached as Exhibit B hereto (a “Letter of Transmittal”) and (ii) instructions for effecting the surrender of such Certificate in exchange for the Certificate or Certificates representing Merger Consideration with respect to each of the Common Stock, Series A Preferred shares of Capital Stock or Series B Preferred Stock held by each Stockholder to of the Company (or an affidavit represented thereby. Following surrender of loss a Certificate to Buyer, together with such Letter of Transmittal duly executed and completed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly properly executed Letter substitute Form W-9 or Form W-8, if applicable, from such holder in form and substance acceptable to Buyer, and such other documents as may reasonably be required by Buyer, Buyer shall cause to be paid the cash and shares of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Buyer Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesconverted pursuant to Section 2.3, without any interest thereon, and Certificates each Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation . Until so surrendered, such Certificates shall make such payment to each such Stockholder immediately after upon and following the Effective Time if such Stockholder has surrendered hisrepresent solely the right to receive the Merger Consideration with respect to the shares of Capital Stock of the Company represented thereby, her or its Certificates, duly endorsed in blank or accompanied by duly without interest. Any holder of a Certificate who provides the Company with an executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal and duly endorsed Certificate (or Certificates, as applicable) with respect thereto at least two three (23) Business Days days prior to the Closing Date. Until surrendered as contemplated shall be paid such cash and shares of Buyer Stock represented by this such Certificate converted pursuant to Section 3.3(b), each 2.3 at the Effective Time. (b) If any Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid lost, stolen, mutilated, defaced or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary hereindestroyed, upon the occurrence making of an affidavit of that fact by the Stockholder claiming such Certificate to be lost, stolen, mutilated, defaced or destroyed, Buyer shall, subject to Section 2.7(a), pay in exchange for such lost, stolen, mutilated, defaced or destroyed Certificate, the Merger Consideration with respect to the shares of Capital Stock of the ClosingCompany represented thereby; provided, payments of Merger Consideration however, that Buyer may, in its reasonable discretion and as a condition precedent to the Stockholders hereunder shall payment thereof, require the owner of such lost, stolen, mutilated, defaced or destroyed Certificate to deliver a bond in such sum as it may reasonably require as indemnity against any claim that may be made by against Buyer or BuyerSub with respect to the Paying Agent pursuant Certificate alleged to that certain Paying Agent Agreementhave been lost, by and among the Companystolen, Parentmutilated, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretodefaced or destroyed.

Exchange Procedures. Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(ea) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms At and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)Time, each Certificate certificate (each, a "Certificate") previously representing shares of Company Common Stock shall be deemed at any time after the Effective Time to (except as specifically set forth in Section 1.4) represent only the right to receive upon such surrender the Merger Consideration, and neither without interest. (b) At the Effective Time, Parent nor or Merger Sub shall deposit, or shall cause to be deposited, with a bank or trust company (which may be an affiliate of Parent or the Surviving Corporation Company) (the "Exchange Agent"), for the benefit of the holders of the Certificates, (such cash (without any interest) being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article I in exchange for outstanding shares of Company Stock entitled to receive the Merger Consideration. (c) As promptly as practicable after the Effective Time, Parent shall send or cause to be sent to each former holder of record of shares of Company Common Stock (other than shares that are not to be canceled in exchange for Merger Consideration pursuant to Section 1.4(d)) immediately prior to the Effective Time, transmittal materials for use in exchanging such stockholder's Certificates for the Merger Consideration. Parent shall cause any check in respect of the Merger Consideration which such Person shall be required entitled to pay receive to be delivered to such stockholder upon delivery to the holder thereof Exchange Agent of Certificates representing such shares of Company Common Stock (or indemnity reasonably satisfactory to Parent and the cash to which heExchange Agent, she if any of such Certificates are lost, stolen or it would otherwise have been entitleddestroyed) owned by such stockholder. No interest will be paid on any such cash to be paid pursuant to this Article I upon such delivery. Parent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Certificates such amounts (if any) as Parent determines are required to be deducted or will accrue withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Certificates. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than to receive any dividend or other distribution with respect to the Company Common Stock with a record date occurring prior to the Effective Time and the Merger Consideration. From and after the Effective Time, there shall be no transfers on the cash payable upon surrender stock transfer records of the Company of any Certificateshares of the Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Parent or the Successor Corporation, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.7. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for twelve months after the Effective Time shall be paid to Parent. Any stockholders of the Company who have not theretofore complied with this Article I shall thereafter look only to Parent for payment of the Merger Consideration in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the contrary hereinforegoing, upon the occurrence none of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the CompanyExchange Agent, Parent, the Representative and Wilmington TrustCompany, National AssociationMerger Sub or the Successor Corporation shall be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, substantially escheat or similar laws. (f) In the event 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 Parent, the posting by such Person of a bond in such amount as Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the form of Exhibit C attached heretoMerger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. As soon as reasonably practicable after the Effective Time but in any event not later than five business days thereafter, the Exchange Agent 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”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent, together with a such letter of transmittal, duly executed Letter of Transmittalexecuted, and such Stockholder shall other documents as may reasonably be entitled to receive, subject to required by the terms and conditions hereofExchange Agent, the Estimated holder of such Certificate shall receive in exchange therefor the amount of cash which the shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, theretofore represented by such Certificate or Certificates, entitle such holder to receive pursuant to the provisions of this Article 2 and Certificates the Certificate so surrendered shall forthwith be canceled; provided . In the event of a transfer of ownership of Company Common Stock that is not registered in the Surviving Corporation transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall make be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the payment to each a Person other than the registered holder of such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Certificate or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration, and neither Parent nor Consideration into which the Surviving Corporation shares of Company Common Stock shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledconverted pursuant to Section 2.2. No interest will shall be paid or will shall accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (the “Certificates”) and which shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in customary form (which letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares of Parent Common Stock. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions contained therein, together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to receive in exchange therefor the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the and cash in lieu of fractional shares of Parent Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by to which such Certificate or Certificatesholder is entitled pursuant to Section 1.8, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . Until surrendered, each outstanding Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time if such Stockholder has surrendered hisTime, her or its Certificatesfor all purposes, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only evidence the right to receive upon such surrender the Merger Consideration, Consideration and neither cash in lieu of fractional shares of Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledCommon Stock. No interest will be paid or will accrue accrued on the Cash Payment or on any cash payable upon surrender to be paid in lieu of any Certificatefractional shares of Parent Common Stock. Notwithstanding anything to the contrary contained herein, upon the occurrence Certificates surrendered for exchange by any Person constituting a Company Affiliate for purposes of the Closing, payments of Merger Consideration to the Stockholders hereunder Section 5.13 shall not be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, exchanged until Parent has received from such Person a Company Affiliate Agreement substantially in the form of attached hereto as Exhibit C attached hereto.D.

Exchange Procedures. Upon At Closing, the Company and the Principal Stockholders shall deposit the Good Faith Deposit provided by the Parent pursuant to the Letter of Intent with Parent, for the benefit of the Stockholders. At the Closing, Parent shall deliver to each Principal Stockholder his or its portion of the Closing Merger Consideration against delivery by such Principal Stockholder of a duly executed letter of transmittal, in the form attached hereto as Exhibit 2.08(b) and certificates representing his, her or its shares of Common Stock (the "Certificates"). As soon as reasonably practicable after the Effective Time, Parent shall mail to each other Stockholder entitled to receive a portion of the Merger Consideration (i) a form of letter of transmittal, in the form attached hereto as Exhibit 2.08(b) and (ii) instructions for use in effecting the surrender of such Stockholder's Certificates, in exchange for such Stockholders' portion of the Merger Consideration or for submitting an affidavit pursuant to paragraph (g) below. Each Stockholder shall, upon surrender to Parent of his, her or its Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or affidavit of lost, stolen, mutilated or destroyed certificates) or upon submission of an affidavit of loss in accordance with Section 3.3(epursuant to paragraph (g) below), in each case, together with a such letter of transmittal, duly executed Letter of Transmittalexecuted, and such Stockholder shall other documents as may reasonably be required by Parent, be entitled to receive, subject to receive in exchange therefor the terms and conditions hereof, amount of cash which the Estimated number of shares of Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, previously represented by such Certificate or Certificatessubject to such affidavit shall have been converted into the right to receive pursuant to Section 2.06(c), and the Certificates so surrendered shall forthwith be canceled; provided that cancelled. In the Surviving Corporation shall make such event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment to each such Stockholder immediately after of any portion of the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss Merger Consideration in accordance with this Section 3.3(e2.08(b) below) may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of any applicable portion of the Merger Consideration to a duly executed and completed Letter person other than the registered holder of Transmittal at least two (2) Business Days prior such Certificate, or establish to the Closing Datereasonable satisfaction of Parent that such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b2.08(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate portions of the Closing Merger ConsiderationConsideration and the Escrow Distribution, and neither Parent nor if any, pursuant to the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledprovisions of this Article II. No interest will shall be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article II.

Exchange Procedures. Upon Promptly after the Effective Time, but in no event later than five business days thereafter, Parent shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Old Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the Certificate or Certificates representing consideration to which such person may be entitled pursuant to this Article III. After completion of the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder allocation procedure set forth in Section 3.01(c) and upon surrender to the Company (Exchange Agent of an Old Certificate for cancellation together with such letter of transmittal or an affidavit of loss Election Form, as the case may be, duly executed and completed in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereofinstructions thereto, the Estimated Common Share Priceholder of such Old Certificate shall promptly be provided in exchange therefor, Series A Merger Consideration or Series B Merger Consideration for but in no event later than ten business days after due surrender, a New Certificate and/or a check in the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by amount to which such Certificate or Certificatesholder is entitled pursuant to this Article III, and Certificates the Old Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate Parent shall be deemed at any time after the Effective Time entitled to represent only the right to receive upon such surrender deduct and withhold from the Merger Considerationconsideration such amounts as it is required to deduct and withhold under the Code and the rules and regulations promulgated thereunder, and neither Parent nor or any provision of state, local or foreign Tax law. To the Surviving Corporation extent that amounts are so withheld by Parent, such withheld amounts shall be required treated for all purposes of this Agreement as having been paid to pay the holder thereof the cash Company shareholders in respect to which he, she or it would otherwise have been entitledsuch deduction and withholding was made by Parent. No interest will accrue or be paid or will accrue on the cash payable with respect to any property to be delivered upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoOld Certificates.

Exchange Procedures. Upon surrender (i) Promptly after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Company Common Shares (as of immediately prior to the Effective Time) (i) a letter of transmittal 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 Certificate or Certificates certificates representing the such holder's Company Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Shares ("Certificates") to the Company Exchange Agent and shall contain such other provisions as Parent may reasonably specify and (or an affidavit ii) instructions for use in effecting surrender by such holder of loss Certificates to the Exchange Agent in exchange for the Merger Consideration. (ii) The holder of each Certificate, upon the surrender by such holder to the Exchange Agent of such Certificate, together with the letter of transmittal duly completed and validly executed by such holder in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter of Transmittaland such other documents as may reasonably be required by the Exchange Agent, such Stockholder shall be entitled to receivereceive promptly in exchange for such Certificate (x) a certificate representing that number of whole shares of Stock Consideration that such holder is entitled to receive pursuant to this Article 3, subject and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) the cash amount that such holder is entitled to receive pursuant to Section 3.1(a) plus (B) any cash in lieu of fractional shares plus (C) any non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesprovisions of this Article 3, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledcancelled. No interest will be paid or will accrue accrued on the any cash amount payable upon surrender of any Certificate. Notwithstanding anything to In the contrary herein, upon event of a transfer of ownership of Company Common Shares that are not registered in the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parenta certificate representing the proper number of shares of Stock Consideration, together with a check for any cash to be paid upon due surrender of the Representative Certificate and Wilmington Trustany other dividends or distributions in respect thereof, National Associationmay be issued and/or paid to such a transferee if the Certificate formerly representing such Company Common Shares is presented to the Exchange Agent, substantially accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Stock Consideration is to be issued in a name other than that in which the form Certificate surrendered in exchange therefor is registered, it shall be a condition of Exhibit C attached heretosuch exchange that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Shares in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Upon surrender (a) At or prior to the Effective Time, for the benefit of the holders of Certificates, Parent shall deliver to the Exchange Agent (i) certificates evidencing the number of shares of Parent Common Stock issuable, (ii) warrants representing the number of Warrant Shares issuable, and the Aggregate Cash Consideration (less the Settlement Allowance) payable pursuant to this Article 1 in exchange for Certificates representing outstanding shares of Company Common Stock. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto. (b) Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the Merger Consideration into which the aggregate number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to such stockholder’s election (to the extent such stockholder’s shares of Company Common Stock have been converted into Parent Common Stock), provided that no stockholder shall be entitled to receive interest on any cash distributed to such stockholder. 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. Each outstanding Certificate which prior to the Effective Time represented Company Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence the right to receive a portion of the Merger Consideration. After the Effective Time, there shall be no further transfer on the records of the Company of Certificates representing shares of Company Common Stock and if such Certificates are presented to the Company for transfer, they shall be cancelled against delivery of the applicable Merger Consideration as hereinabove provided. No dividends which have been declared will be remitted to any Person entitled to receive shares of Parent Common Stock under this Agreement until such Person surrenders the Certificate or Certificates representing Company Common Stock, at which time such dividends shall be remitted to such Person, without interest. (c) Appropriate transmittal materials in a form satisfactory to Parent (including a letter of transmittal specifying that delivery shall be effected and risk of loss and title to such Certificate shall pass, only upon delivery of such Certificate to the Exchange Agent) shall be mailed as soon as practicable after the Effective Time to each holder of Company Common Stock as of the Effective Time who did not previously submit a properly completed Election Form. Parent shall not be obligated to deliver any Merger Consideration 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 StockStock for exchange as provided in this Section 1.9, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required by Parent or the Exchange Agent. If any certificates evidencing shares of Parent Common Stock or warrants evidencing Warrant Shares are to be issued in accordance a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefore is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the Person requesting such exchange pay to the Exchange Agent any transfer or other Tax required by reason of the issuance of a certificate for shares of Parent Common Stock and/or a warrant representing Warrant Shares in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) Any portion of the Merger Consideration delivered to the Exchange Agent by Parent pursuant to Section 1.9(a) that remains unclaimed by the stockholders of the Company for one (1) year after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. Any stockholders of the Company who have not theretofore complied with Section 3.3(e1.9(c) belowshall thereafter look only to Parent for the consideration deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such 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 Parent (and to the extent not in its possession shall be delivered to it), together with free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a duly executed Letter of Transmittalpublic official pursuant to applicable abandoned property, such Stockholder escheat or similar Laws. Parent and the Exchange Agent shall be entitled to receive, subject rely upon the stock transfer books of the Company to establish the terms and conditions hereof, identity of those Persons entitled to receive the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for specified in this Agreement, which books shall be conclusive with respect thereto. In the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, event of a dispute with respect to ownership of stock represented by such Certificate or Certificatesany Certificate, Parent and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate Exchange Agent shall be deemed at entitled to deposit any time after the Effective Time consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoclaims thereto.

Exchange Procedures. Upon surrender Prior to the Closing Date, the Exchange Agent shall deliver a letter of transmittal in substantially the form attached hereto as Exhibit D at the address, or to the email address, as applicable, set forth opposite each such Shareholder’s name on the Spreadsheet. Prior to the Closing, each Shareholder shall deliver to the Exchange Agent a letter of transmittal, a Form of Election and any other documents (including applicable tax forms) that Parent or the Exchange Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and in form and substance reasonably satisfactory to Parent. Parent and the Company shall be satisfied, on the basis of the Certificate or Certificates representing Forms of Election so delivered and the Common StockElections of the Shareholders, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to that the Company (or an affidavit of loss Continuity Test shall be satisfied in accordance with Section 3.3(e) below)1.12. Once delivered, together with a duly executed Letter Form of Transmittal, such Stockholder Election shall be entitled to receiveirrevocable unless Parent consents in writing, but shall in all cases be subject to Section 1.12. As of the terms and conditions hereofEffective Time, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for certificate(s) representing shares of Company Capital Stock (the Common Stock, Series A Preferred “Company Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e”) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate referenced therein shall be deemed at any time surrendered and cancelled, Parent shall instruct its transfer agent to issue and the Exchange Agent to issue or pay to the holder of such Company Stock Certificate the Per Share Cash Consideration (with respect to shares for which the Cash Election has been made) or the Per Share Parent Stock Consideration (with respect to shares for which the Stock Election has been made) issuable or payable in respect thereto pursuant to Section 1.6(b)(i) (less the cash deemed contributed by such Shareholder to the Holdback Fund pursuant to Section 1.8(b) and less the cash deemed contributed by such Shareholder to the Expense Fund pursuant to Section 1.8(c)) and the Company Stock Certificate so deemed surrendered shall be cancelled. Each Company Stock Certificate so surrendered outstanding after the First Effective Time will be deemed, for all corporate purposes thereafter, to represent evidence only the right to receive upon the Per Share Cash Consideration (with respect to shares for which the Cash Election has been made) or the Per Share Parent Stock Consideration (with respect to shares for which the Stock Election has been made) issuable or payable in exchange for the Company Capital Stock represented by such surrender the Merger Consideration, and neither Company Stock Certificate. No Per Share Cash Consideration or Per Share Parent nor the Surviving Corporation shall Stock Consideration will be required issued or paid to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the contrary herein, upon the occurrence holder of the Closing, payments record of Merger Consideration to the Stockholders hereunder such Company Stock Certificate shall be made by the Paying Agent surrender such Company Stock Certificate and validly executed Exchange Documents pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon surrender (a) Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of the Certificate or Certificates representing the record of U.S. Bancorp Common Stock, Series A Preferred Stock or Series B Preferred Stock held a form (mutually agreed upon by each Stockholder U.S. Bancorp and Firstar) of letter of transmittal containing instructions for use in effecting the surrender of Old Certificates in exchange for New Certificates and any payments pursuant to this Article II. Upon surrender to the Company (or Exchange Agent of an affidavit Old Certificate for cancellation together with such letter of loss transmittal, duly executed and completed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holder of Transmittal, such Stockholder Old Certificate shall be entitled to receive, subject to receive in exchange therefor a New Certificate representing the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the shares of Surviving Corporation Common Stock, Series A Preferred Stock or Series B Preferred Stockand a check in the amount, respectivelyif any, represented by to which such Certificate or Certificatesholder is entitled pursuant to this Article II, and Certificates the Old Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash any amount payable upon surrender of Old Certificates. (b) If any Certificate. New Certificate 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 Taxes required by reason of the issuance of a New Certificate 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. (c) After the Effective Time, there shall be no transfers on the stock transfer books of Firstar of the shares of Firstar Common Stock that were issued and outstanding immediately prior to the Effective Time. (d) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Surviving Corporation Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Surviving Corporation Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Surviving Corporation. (e) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the occurrence making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if reasonably required by Surviving Corporation, the posting by such person of a bond in such amount as Surviving Corporation may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of Surviving Corporation Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement. (f) Upon giving effect to the conversion described in Section 1.4(a), the resulting number of shares of Surviving Corporation Common Stock of each registered holder of U.S. Bancorp Common Stock shall be rounded down to the nearest whole number and each such registered holder shall be entitled to receive from the Surviving Corporation in lieu of any fractional share of Surviving Corporation Common Stock prior to such rounding down an amount (without interest) equal to the product obtained by multiplying (i) the fraction of a share of Surviving Corporation Common Stock to which such holder would otherwise be entitled and (ii) the average of the Closingclosing price per share of U.S. Bancorp Common Stock for the ten trading days most recently preceding the Closing Date as reported on the New York Stock Exchange, payments Inc. (the "NYSE") Composite Transactions reporting system. Notwithstanding the foregoing, fractional shares of Merger Consideration Surviving Corporation Common Stock that would be issued into a dividend reinvestment plan, 401(k) plan, employee stock plan or other similar stock plan maintained by U.S. Bancorp prior to the Stockholders hereunder Effective Time shall be made by issued within such plan as a fractional share of Surviving Corporation Common Stock at theEffective Time, to the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoextent such plan provides for fractional shares.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, Parent shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time ------------ represented outstanding shares of Company Capital Stock, whose shares were converted into shares of Parent Common Stock (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by the Exchange Agent from the shareholders of the Company, and shall be in such form (duly and properly executed as may be required by Exchange Agent) and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates in exchange for certificates (or book entries in the case of shares that have not yet vested) representing shares of Parent Common Stock (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(ethe instructions thereto, (A) below), together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate (or a book entry in the case of shares that have not yet vested in full) representing the number of whole shares of Parent Common Stock equal to the terms and conditions hereof, product of (i) the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred number of shares of Company Capital Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesmultiplied by (ii) the Exchange Ratio, (B) if applicable, payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(g), and Certificates (C) the Certificate so surrendered shall forthwith be canceled; provided . (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the Surviving Corporation shall make making of an affidavit of that fact by holder thereof claiming such payment Certificate to each be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Stockholder immediately after Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person's Company Capital Stock that are converted at the Effective Time and/or, if applicable, deliver or cause to be delivered to such Stockholder has surrendered hisPerson a check in respect of any fractional share interests or dividends or distributions, her or its Certificateswhich such Person shall be entitled to receive pursuant to Section 1.6(g), duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days excluding any payment obligations which may have otherwise accrued prior to the Closing DateEffective Time. Until surrendered When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its discretion and as contemplated by this Section 3.3(b)a condition precedent to the issuance thereof, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay require the holder thereof of such lost, stolen or destroyed Certificate to give Parent and/or the cash Exchange Agent a reasonable form of bond as indemnity, as it shall direct, against any claim that may be made against Parent or the Exchange Agent with respect to which he, she or it would otherwise the Certificate alleged to have been entitled. No interest will be paid lost, stolen or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretodestroyed.

Exchange Procedures. Upon (a) At and after the Effective Time, each certificate previously representing shares of Seller Common Stock (the "Certificate") (except as specifically set forth in Section 1.2) shall represent only the right to receive the Merger Consideration in cash without interest. (b) At or before the Effective Time, the Purchaser shall deposit, or shall cause to be deposited, with American Stock Transfer & Trust Company (or such other bank or trust company as selected by the Purchaser and reasonably acceptable to the Seller) as exchange agent (the "Exchange Agent"), for the benefit of the holders of shares of Seller Common Stock, for exchange in accordance with this Section 1.3, an amount of cash sufficient to pay the aggregate Merger Consideration to be paid pursuant to Section 1.2. (c) As soon as practicable after the Effective Time, the Purchaser shall cause the Exchange Agent to mail or deliver to each holder of record of a Certificate or Certificates the following: (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, which shall be in a customary form; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the proper surrender of a Certificate or Certificates to the Exchange Agent, together with a properly completed and duly executed letter of transmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the product of the Merger Consideration and the number of shares of Seller Common Stock represented by the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder surrendered pursuant to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions provisions hereof, and the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that cancelled. The Purchaser shall direct the Surviving Corporation shall Exchange Agent to make such payment to each such Stockholder immediately after of the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance Merger Consideration with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior respect to the Closing Date. Until Certificates so surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after within five (5) business days of the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be receipt of all required to pay the holder thereof the cash to which he, she or it would otherwise have been entitleddocumentation. No interest will be paid or will accrue accrued on the cash payable upon surrender Merger Consideration. In the event of a transfer of ownership of any Certificateshares of Seller Common Stock not registered in the transfer records of the Seller, a check for the Merger Consideration may be issued to the transferee if the Certificate representing such Seller Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of the Purchaser and the Exchange Agent, (i) to evidence and effect such transfer and (ii) to evidence that all applicable stock transfer taxes have been paid. (d) From and after the Effective Time, there shall be no transfers on the stock transfer records of the Seller of any shares of Seller Common Stock that were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Purchaser, they shall be cancelled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.3. (e) Any portion of the aggregate Merger Consideration or the proceeds of any investments thereof that remains unclaimed by the shareholders of the Seller for 18 months after the Effective Time shall be repaid by the Exchange Agent to the Purchaser. Any shareholders of the Seller who have not theretofore complied with this Section 1.3 shall thereafter look only to the Purchaser for payment of their Merger Consideration deliverable in respect of each share of Seller Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. Notwithstanding anything the foregoing, none of the Purchaser, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Seller Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the contrary hereinevent any Certificate shall have been lost, stolen or destroyed, upon the occurrence making of an affidavit of that fact by the Closingperson claiming such Certificate to be lost, payments stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent deliverable in respect thereof pursuant to that certain Paying Agent this Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of a Company Common Certificate: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon receipt of the Company Common Certificates by the Exchange Agent and shall otherwise be in such form and have such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate or Company Common Certificates representing the Common Stock, Series in exchange for Parent Class A Preferred Stock or Series B Preferred Stock held by each Stockholder Certificates (and cash in lieu of fractional shares). Upon surrender to the Exchange Agent of a Company (or an affidavit of loss in accordance with Section 3.3(e) below)Common Certificate, together with a such letter of transmittal properly completed and duly executed Letter of Transmittalexecuted, such Stockholder shall together with any other documents as may be entitled to receive, subject to reasonably requested by the terms and conditions hereofExchange Agent, the Estimated Exchange Agent shall pay the holder of such Company Common Share Price, Series A Certificate the Merger Consideration or Series B Merger Consideration for payable in respect of the shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, formerly represented by such Company Common Certificate or Certificates, and Certificates so surrendered such Company Common Certificate shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)so surrendered, each Company Common Certificate (other than Company Common Certificates representing shares of Company Common Stock to be canceled pursuant to Section 2.3(c)) shall be deemed at any time after the Effective Time deemed, for all corporate purposes, to represent evidence only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required Consideration deliverable in respect thereof to pay which the holder thereof the cash of such Company Common Certificate is entitled pursuant to which he, she or it would otherwise have been entitledthis Section 2. No interest dividends or other distributions with respect to shares of Parent Class A Stock will be paid or will accrue on to the cash payable upon holder of any unsurrendered Company Common Certificate with respect to the shares of Parent Class A Stock represented thereby until the holder of record of such Company Common Certificate surrenders such Company Common Certificate. Subject to applicable law, following the surrender of any such Company Common Certificate. Notwithstanding anything , there shall be paid to the contrary herein, upon the occurrence record holder of the ClosingParent Class A Certificates issued in exchange thereof, payments without interest, at the time of Merger Consideration such surrender, the amount of any such dividends or other distributions theretofore payable (but for the provisions of this paragraph) with respect to the Stockholders hereunder shall be made shares represented by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretosuch Parent Class A Certificates.

Exchange Procedures. As soon as practicable, but in no event more than three (3) Business Days, following the Closing Date, Parent shall mail a letter of transmittal in Parent’s standard form to each Stockholder at the address set forth opposite each such Stockholder’s name on Schedule A to this Agreement. After receipt of such letter of transmittal and any other documents that Parent may require in order to effect the exchange (the “Exchange Documents”), the Stockholders will surrender the certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of the a Company Stock Certificate for cancellation to Parent, or Certificates representing the Common Stocksuch agent or agents as may be appointed by Parent, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss together with such Exchange Documents, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holder of Transmittal, such Stockholder Company Stock Certificate shall be entitled to receivereceive from the Exchange Agent in exchange therefor, subject a certificate representing the number of whole shares of Parent Common Stock to the terms and conditions which such holder is entitled pursuant to Section 1.6 hereof, and the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Company Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to cancelled. Until so surrendered, each such Stockholder immediately Company Stock Certificate outstanding after the Effective Time if such Stockholder has surrendered hiswill be deemed, her or its Certificatesfor all corporate purposes thereafter, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon the number of full shares of Parent Common Stock into which such surrender shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest Consideration will be paid or will accrue on to the cash payable upon surrender holder of any Certificate. Notwithstanding anything unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the contrary herein, upon holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent Exchange Documents pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. The certificates representing the shares of Parent Common Stock and Merger Warrants issuable with respect to certificates for shares of Company Common Stock ("Company Certificates") shall be issued to the holders of Company Certificates upon surrender of the Company Certificates in the manner provided in this Section 1.6 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.8). Each holder shall be issued separate certificates for such holder's Escrow Shares (as defined in Section 1.11) and for the remaining number of shares of Parent Common Stock to which such holder is entitled. Promptly after the Effective Time, and in no event more than three (3) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of Company Certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive shares of Parent Common Stock and Merger Warrants pursuant to Section 1.5: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall contain such other customary provisions as Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the certificates representing shares of Parent Common Stock and Merger Warrants to which the holder of such Company Certificates is entitled as a result of the Merger and any dividends or other distributions pursuant to Section 1.6(e). Upon surrender of the Certificate or Company Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holders of Transmittal, such Stockholder Company Certificates shall be entitled to receivereceive in exchange therefor such amounts of certificates representing the number of shares of Parent Common Stock and Merger Warrants into which their shares of Company Common Stock were converted at the Effective Time, subject to less the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or CertificatesEscrow Shares, and any dividends or distributions payable pursuant to Section 1.6(e), and the Company Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately . Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time if such Stockholder has surrendered hisTime, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the applicable number of shares of Parent Common Stock and Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent Warrants issuable pursuant to that certain Paying Agent Agreement, by Sections 1.5(a) and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto1.5(b).

Exchange Procedures. Upon Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each person who, at the Effective Time, was a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (in customary form, specifying that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of the Certificate or Certificates representing in exchange for the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder Merger Consideration. Upon surrender to the Company (or an affidavit Paying Agent of loss a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter and such other Table of TransmittalContents documents as reasonably may be required pursuant to such instructions, the holder of such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor the amount of cash which such holder has the right to receive in respect of the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, Shares formerly represented by such Certificate or Certificatespursuant to Section 2.01(a), and Certificates the Certificate so surrendered shall forthwith be canceled; provided . In the event of a transfer of ownership of Shares that is not registered in the Surviving Corporation transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate shall make 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 as a result of such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datereasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.02, 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 Merger Consideration, and neither Parent nor the Surviving Corporation shall be required Consideration to pay which the holder thereof the cash of such Certificate is entitled pursuant to which he, she or it would otherwise have been entitledthis Article II. No interest will shall be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article II.

Exchange Procedures. As soon as reasonably practicable but not more than ten (10) business days after the Effective Time, Parent shall 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 and Company Preferred Stock (the "Certificates") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.8(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent, together with a such letter of transmittal, duly executed Letter executed, and such other customary documents as may reasonably be required by the Exchange Agent, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the terms provisions of Section 1.8 after taking into account all the shares of Company Common Stock and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Company Preferred Stock or Series B Preferred Stock, respectively, represented then held by such Certificate 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 1.9(e) and any dividends or Certificatesother distributions to which such holder is entitled pursuant to Section 1.9(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . In the Surviving Corporation shall make such payment event of a transfer of ownership 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 may be issued to each such Stockholder immediately after a person other than the Effective Time if such Stockholder has person in whose name the Certificate so surrendered hisis registered, her or its Certificatesif, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior upon presentation to the Closing DateExchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b1.9(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationcertificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 1.9(e) and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash any dividends or other distributions to which he, she or it would otherwise have been entitledsuch holder is entitled pursuant to Section 1.9(c). No interest will be paid or will accrue on the any cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoSections 1.9(c) or 1.9(e).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Parent Shares (or an affidavit together with cash in lieu of loss any fractional Parent Shares in accordance with Section 3.3(e) below2.03(e)), together with a duly executed Letter if any, and the amount of Transmittalcash, such Stockholder shall be entitled to receiveif any, subject to that the terms and conditions hereof, the Estimated aggregate number of shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, previously represented by such Certificate shall have been converted pursuant to Section 2.01, together with certain dividends or Certificatesother distributions in accordance with Section 2.03(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided . In the event of a transfer of ownership of Company Common Stock that is not registered in the Surviving Corporation shall make such payment transfer records of the Company, a certificate evidencing the proper number of Parent Shares may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to each such Stockholder immediately after a person other than the Effective Time person in whose name the Certificate so surrendered is registered if such Stockholder has surrendered his, her Certificate shall be properly endorsed or its Certificates, duly endorsed otherwise be in blank proper form for transfer and the person requesting such issuance shall pay any transfer or accompanied other taxes required by duly executed stock powers (reason of the issuance of Parent Shares to a person other than the registered holder of such Certificate or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender in lieu of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially fractional Parent Shares in the form of Exhibit C attached hereto.accordance with

Exchange Procedures. Upon surrender (a) At and after the Effective Time, each certificate previously representing shares of Company Common Stock (except as specifically set forth in Section 1.02) shall represent only the Certificate or Certificates right to receive the Merger Consideration and each certificate previously representing the Common Stock, Series A Preferred Stock or shares of Company Series B Preferred Stock held by each Stockholder shall be deemed to represent shares of Parent Series B Preferred Stock (the Company Common Stock Certificates and the Company Preferred Stock Certificates, together, are herein referred to as the "Company Certificates"). (b) As of the Effective Time, the Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 1.07, an estimated amount of cash sufficient to pay the aggregate Cash Consideration to be paid pursuant to Section 1.02 and the aggregate amount of cash paid in lieu of fractional shares to be paid pursuant to Section 1.04, and the Parent shall reserve for issuance with its Transfer Agent and Registrar, the aggregate Stock Consideration and Parent Series B Preferred Stock to be issued. (c) The Letter of Transmittal and Election Form to be mailed within three business days of the Effective Date shall specify that delivery shall be effected, and risk of loss and title to the Company (or an affidavit Common Stock Certificates shall pass, only upon delivery of loss in accordance with Section 3.3(e) below)the Company Common Stock Certificates to the Exchange Agent, together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to in a form and contain any other provisions as the terms Parent may reasonably determine and conditions hereof, shall include instructions for use in effecting the Estimated Common Share Price, Series A surrender of the Company Certificates in exchange for the Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Parent Series B Preferred Stock, respectively, represented by such as appropriate. Upon the proper surrender of a Company Certificate or CertificatesCompany Certificates to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal and Election Form, the holder of such Company Certificate or Company Certificates shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock or Preferred Series B Stock, if any, that such holder has the right to receive pursuant to Article I of this Agreement and (ii) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to Article I of this Agreement (including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to pursuant to Section 1.04 and any dividend or other distributions to which such holder of Parent Common Stock is entitled to pursuant to Section 1.07(d)). Holders of Company Preferred Stock Certificates shall not be required to exchange such certificates for certificates representing Parent Series B Preferred Stock but may do so in accordance with the provisions hereof. Upon the proper surrender of a Company Certificate or Company Certificates previously representing shares of Company Preferred Stock, the holder of such Company Certificates or Company Certificates shall be entitled to receive in exchange therefor a certificate representing the same number of shares of Parent Series B Preferred Stock. The Company Certificate or Company Certificates so surrendered shall forthwith be canceled; provided that cancelled. As soon as practicable after completion of the Surviving Corporation shall make such payment to each such Stockholder immediately allocations of the Merger Consideration and in no event later than ten business days after the Effective Time Election Deadline, the Exchange Agent shall distribute Parent 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 Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. In the event of a transfer of ownership of any shares of Company Common Stock not registered in the transfer records of the Company, the Cash Consideration shall be paid and the Stock Consideration shall be issued to the transferee if the Company Certificate representing such Stockholder has surrendered hisCompany Common Stock is presented to the Exchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed documents sufficient, in the reasonable judgment of the Parent and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that all applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise transfer taxes have been entitled. paid. (d) No interest will be paid or will accrue accrued on the cash payable upon surrender Cash Consideration. No dividend or other distributions declared or made after the Effective Time with respect to the Parent Common Stock shall be remitted to any person entitled to receive shares of Parent Common Stock until such person surrenders the Company Common Stock Certificate or Company Common Stock Certificates, at which time such dividends shall be remitted to such persons, without interest. (e) From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any Certificateshares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. If after the Effective Time Company Certificates are presented to the Parent or the Association, they shall be cancelled and exchanged for the Merger Consideration or Parent Series B Preferred Stock, as appropriate, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.07. (f) Any portion of the aggregate Cash Consideration or the proceeds of any investments thereof that remains unclaimed by the stockholders of the Company for six (6) months after the Effective Time shall be repaid by the Exchange Agent to the Parent upon the written request of the Parent. After such request is made, any stockholders of the Company who have not theretofore complied with this Section 1.07 shall look only to the Parent for payment and issuance of their Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Parent (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 anything the foregoing, none of the Parent, the Association, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) The Parent and the contrary hereinExchange Agent shall be entitled to rely upon the Company's stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration or shares of Parent Series B Preferred Stock, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Company Certificate, the Parent and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (h) In the event any Company Certificate shall have been lost, stolen or destroyed, upon the occurrence making of an affidavit of that fact by the Closingperson claiming such Company Certificate to be lost, payments stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration to or the Stockholders hereunder shall be made by the Paying Agent shares of Parent Series B Preferred Stock deliverable in respect thereof pursuant to that certain Paying Agent this Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time of Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time of Merger represented outstanding shares of Company Common Stock (the "Company Certificates"): (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent may reasonably specify; and (B) instructions to effect the surrender of the Company Certificates for payment therefor. (ii) Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, and with such other documents as the Exchange Agent may reasonably require, the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive, subject receive in exchange therefor cash in an amount equal to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for multiplied by the number of shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, formerly represented by such Certificate or CertificatesCompany Certificate, and Certificates such Company Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Company Certificates. If payment is to be made to a Person other than the Person in whose name the Company Certificate surrendered is registered, it shall be a condition of payment that the Company Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Company Certificate surrendered (or establish to the satisfaction of Parent that such tax has been paid or is not applicable), and the Company Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers . (or an affidavit of loss in accordance with Section 3.3(eiii) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)3.6, each Company Certificate shall be deemed at any time all times after the Effective Time of Merger to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the Consideration in cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made multiplied by the Paying Agent pursuant to that certain Paying Agent Agreementnumber of shares of Company Common Stock evidenced by the Company Certificate, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretowithout any interest thereon.

Exchange Procedures. Promptly after the Effective Time (and in any event no later than ten (10) business days after the Effective Time), Acquiror shall cause the Exchange Agent to mail to each holder of record (the "FORMER TARGET STOCKHOLDERS") of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of the a Certificate for cancellation to such agent or Certificates representing the Common Stockagents as may be appointed by Acquiror, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock (less the number of shares of Acquiror Common Stock to be deposited in the terms and conditions Escrow Fund on such holder's behalf pursuant to Article VIII hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates), and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time if Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit shares of loss in accordance with Section 3.3(e) below) Target Capital Stock shall have been so converted and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the an amount in cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender in lieu of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent fractional shares pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.Section

Exchange Procedures. As soon as practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate, other than Parent, the Company and any Subsidiary of Parent or the Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Paying Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by the Surviving Corporation, together with a such letter of transmittal, duly executed Letter executed, and such other documents as may reasonably be required by the Paying Agent, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to receive in exchange therefor the terms and conditions hereof, amount of cash into which the Estimated shares of Company Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, theretofore represented by such Certificate or Certificatesshall have been converted pursuant to Section 3.1 (after giving effect to any required tax withholdings), and the Certificates so surrendered shall forthwith be canceled; provided cancelled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the Certificate so surrendered is registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation shall make that such payment to each such Stockholder immediately after the Effective Time if such Stockholder tax has surrendered his, her been paid or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Dateis not applicable. Until surrendered as contemplated by this Section 3.3(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, and neither Parent nor without interest, into which the Surviving Corporation shares of Company Common Stock theretofore represented by such Certificate shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of converted pursuant to Section 3.1 (after giving effect to any Certificaterequired tax withholdings). Notwithstanding anything to the contrary hereinforegoing, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by neither the Paying Agent nor any party shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to that certain Paying Agent Agreementapplicable abandoned property, by and among escheat or similar laws. If any Certificates shall not have been surrendered prior to two years after the Company, ParentEffective Time (or immediately prior to such earlier date on which any payment pursuant to this Section 3.2 would otherwise escheat to or become the property of any governmental body or agency), the Representative payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and Wilmington Trust, National Association, substantially in the form clear of Exhibit C attached heretoall claims or interests of any person previously entitled thereto.

Exchange Procedures. Upon After the Closing, Parent shall mail a letter of transmittal (the “Letter of Transmittal”), in such form and having such provisions as Parent may reasonably determine (including (i) that the delivery shall be effected, and risk of loss and title to the shares of Company Capital Stock shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent, and (ii) that each Company Shareholder shall acknowledge (A) such shareholder’s indemnification obligations under this Agreement, (B) the deposit of such shareholder’s Pro Rata Portion of the Escrow Amount into the Escrow Fund as security for such indemnification obligations, and (C) the appointment of the Shareholder Representative under this Agreement, to act for and on behalf of such Company Shareholder as set forth herein), and instructions for use in effecting the surrender of the Certificate or Company Stock Certificates in exchange for (and as a condition precedent to) receipt of the cash payable and certificates representing the shares of Parent Common Stock, Series A Preferred Stock or Series B Preferred Stock held issuable pursuant to this Agreement by each Stockholder Company Shareholder at the address set forth opposite each such Company Shareholder’s name on the Spreadsheet (or, upon written instruction from a Company Shareholder so directing the Exchange Agent and accompanied by payment for any associated fees and expenses delivered to Exchange Agent at the time of delivery of the stock certificates, delivery of such shares of Parent Common Stock electronically to such requesting Company (or an affidavit of loss Shareholder’s brokerage account in accordance with Section 3.3(e) belowthe Exchange Agent’s customary policies and procedures). Subject to the terms of this Agreement, upon the surrender of a Company Stock Certificate for cancellation to the Exchange Agent, together with a duly executed such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Stockholder Company Stock Certificate shall be entitled to receive, subject receive from the Exchange Agent as promptly as practicable (and in any event no later than ten (10) business days) following the date all required documentation has been delivered to the terms and conditions hereofExchange Agent in exchange therefor, (i) cash in an amount equal to the Estimated Common Share Priceportion of the Cash Consideration to which such holder is entitled pursuant to this Agreement (without interest), Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by less such Certificate or Certificatesholder’s Pro Rata Portion of Escrow Amount, and Certificates (ii) a certificate representing the portion of the Stock Consideration to which such holder is entitled pursuant to this Agreement, (iii) cash in lieu of any fractional shares to which such holder is entitled pursuant to this Agreement, and (iv) any dividends or other distributions to which such holder is entitled pursuant to this Agreement, and the Company Stock Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to . Until so surrendered, each such Stockholder immediately Company Stock Certificate outstanding after the Effective Time if such Stockholder has surrendered hiswill be deemed, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) from and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time and for all corporate purposes, to represent evidence only the right to receive upon such surrender the foregoing Merger Consideration, fractional shares and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by dividends and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoother distributions.

Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed or delivered to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 4.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by Acquiror, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of the a Certificate for cancellation to Acquiror or Certificates representing the Common Stockto such agent or agents as may be appointed by Acquiror, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock and payment in lieu of fractional shares which such holder has the right to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesreceive pursuant to Section 4.1, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time if Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of Target Common Stock shall have been so converted and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto4.1.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall 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 Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Stock plus the cash amount payable in lieu of fractional shares in accordance with Section 3.3(e) below2.02(e), together with a duly executed Letter of Transmittal, which such Stockholder shall be entitled holder has the right to receive, subject receive pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesprovisions of this Article II, and Certificates the Certificate so surrendered shall forthwith be canceled; provided . In no event shall the holder of any Certificate be entitled to receive interest on any portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, a certificate representing that number of whole shares of Parent Stock plus the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed cash amount payable in blank or accompanied by duly executed stock powers (or an affidavit lieu of loss fractional shares in accordance with Section 3.3(e2.02(e) below) and may be issued to a duly executed and completed Letter of Transmittal at least two (2) Business Days prior transferee if the Certificate representing such Company Stock is presented to the Closing DateExchange 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 3.3(b2.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender number of shares of Parent Stock into which the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise number of shares of Company Stock shown thereon have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificateconverted as contemplated by this Article II. Notwithstanding anything to the contrary hereinforegoing, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.Certificates representing Company Stock

Exchange Procedures. In furtherance of the Share Exchange, as promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Company Certificate, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent in customary form) and instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit Exchange Agent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, together with a duly executed Letter the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive, subject receive promptly in exchange therefor (A) a Parent ADR representing that number of whole Parent ADSs that such holder has the right to receive as part of the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration and (B) a check for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by cash that such Certificate or Certificatesholder is entitled to receive in lieu of fractional Parent ADSs, and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided cancelled. Until such time as a Parent ADR representing Parent ADSs is issued to or at the direction of the holder of a surrendered Company Certificate, such Parent ADSs, and the Parent Ordinary Shares underlying such Parent ADSs, shall be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company Common Stock that is not registered in the Surviving Corporation transfer records of the Company, a Parent ADR representing the appropriate number of shares of Parent ADSs may be issued to a person other than the person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall make be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to each a person other than the registered holder of such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Company Certificate or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)so surrendered, each outstanding Company Certificate shall 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 the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon As soon as reasonably practicable after the Effective Time, the Exchange Agent shall and Parent shall cause the Exchange Agent to mail to each registered holder of Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Amalgamation Consideration, in each case, as reasonably agreed upon by the Company. Upon the surrender of a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit Exchange Agent in accordance with the terms of loss the letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor the Amalgamation Consideration in accordance with Section 3.3(e1.6 and this Section 1.7, without interest thereon. To be effective, a letter of transmittal must be (x) below)properly completed, together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject signed and submitted to the terms Exchange Agent at its designated office on the day specified in the letter of transmittal and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or (y) accompanied by duly executed stock powers the Certificate(s) representing the Shares as to which the exchange is being made (or by an affidavit appropriate guarantee of loss delivery of such Certificate(s) in accordance with Section 3.3(e) below) the terms of the letter of transmittal). The Exchange Agent, in consultation with Parent and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior the Company, shall make all computations necessary to give effect to the Closing Date. Until surrendered as contemplated by provisions of this Section 3.3(b)1.7. Parent shall determine, each Certificate in its sole and absolute discretion, which authority it may delegate in whole or in part to the Exchange Agent, and whether letters of transmittal have been properly completed, signed and submitted or revoked. The decision of Parent (or the Exchange Agent, as the case may be) in such matters shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, conclusive and neither binding. Neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest Exchange Agent will be paid or will accrue on the cash payable upon surrender under any obligation to notify any Person of any Certificate. Notwithstanding anything defect in a letter of transmittal submitted to the contrary herein, upon the occurrence Exchange Agent. For purposes of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent this Agreement, by and among the Companyterm “Person” shall mean any individual or any company, Parentcorporation (including not-for-profit), the Representative and Wilmington Trustgeneral or limited partnership, National Associationlimited liability company, substantially in the form joint venture, estate, trust, association, organization, Governmental Entity or other entity of Exhibit C attached heretoany kind or nature.

Exchange Procedures. Upon Promptly after the Effective Time, the Exchange Agent shall mail (or at the request of a holder of Company Common Stock, hand 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 whose shares were converted into the right to receive cash pursuant to Section 2.05(b) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing such shares of Company Common Stock shall pass, only upon delivery of the certificates representing such shares of Company Common Stock to the Exchange Agent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify), and instructions for use in effecting the surrender of the Certificate or Certificates certificates representing the such shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a certificate or certificates representing shares of Company (or an affidavit of loss in accordance with Section 3.3(e) below)Common Stock and acceptance thereof by the Exchange Agent, together with a duly executed Letter of Transmittal, such Stockholder the holder thereof shall be entitled to receive, subject the amount of cash into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to the this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions hereofas the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the Estimated records of the Company or its transfer agent of certificates representing shares of Company Common Share PriceStock and if such certificates are presented to the Company for transfer, Series A they shall be canceled against delivery of the Merger Consideration or Series B Merger Consideration for allocable to the shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate certificate or Certificatescertificates. If any Merger Consideration is to be remitted to a name other than that in which the certificate for the Company Common Stock surrendered for exchange is registered, and Certificates it shall be a condition of such exchange that the certificate so surrendered shall forthwith be canceled; provided properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Surviving Corporation person requesting such exchange shall make such payment pay to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered hisCompany, her or its Certificatestransfer agent, duly endorsed in blank any transfer or accompanied other taxes required by duly executed stock powers (reason of the payment of Merger Consideration to a name other than that of the registered holder of the certificate surrendered, or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of the Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b), 2.08 each Certificate certificate for shares of Company 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, and neither Parent nor Consideration allocable to the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledshares represented by such certificate as contemplated by Section 2.05(b). No interest will be paid or will accrue on the cash any amount payable upon surrender of any Certificateas Merger Consideration. Notwithstanding anything Subject to the contrary herein, upon the occurrence completion of the Closingdocumentation referred to above, payments of the Merger Consideration to the Stockholders hereunder shall be made by paid at the Paying Agent pursuant Effective Time to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form holders of Exhibit C attached heretoCompany Common Stock.

Exchange Procedures. As soon as reasonably practicable (but in any event within two (2) Business Days) following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal to each Shareholder at the address set forth opposite each such person’s name on the Spreadsheet. After receipt of such letter of transmittal and any other customary documents that Parent or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), the Shareholders will surrender the certificates representing their shares of Eligible Stock (the “Company Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent, or an affidavit of loss such other agent or agents as may be appointed by Parent, together with such Exchange Documents, duly completed and validly executed in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receivethe instructions thereto, subject to the terms and conditions of Section 2.8(e) hereof, the Estimated holder of such Company Certificate shall be entitled to receive from the Exchange Agent in exchange therefor, no later than thirty (30) days thereafter, a certificate representing the number of whole shares of Parent Common Share Price, Series A Merger Consideration or Series B Merger Consideration for Stock and the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by cash payment to which such Certificate or Certificatesholder is entitled pursuant to Section 2.6(a) hereof (less such holder’s respective portion of the Total Escrow Amount to be held back pursuant to Section 2.6(a)(iv) hereof), and Certificates the Company Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to cancelled. Until so surrendered, each such Stockholder immediately Company Certificate outstanding after the Effective Time if such Stockholder has surrendered hiswill be deemed, her or its Certificatesfor all corporate purposes thereafter, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon the number of full shares of Parent Common Stock and cash into which such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shares of Eligible Stock shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledso converted. No interest portion of the Consideration owed hereunder will be paid or will accrue on to the cash payable upon surrender holder of any Certificate. Notwithstanding anything unsurrendered Company Certificate with respect to shares of Eligible Stock formerly represented thereby until the contrary herein, upon holder of record of such Company Certificate shall surrender such Company Certificate and the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent Exchange Documents pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. Upon surrender (a) At or before the Effective Time, for the benefit of the Certificate holders of Certificates, (i) Buyer shall cause to be delivered to a bank or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held trust company designated by each Stockholder Buyer and reasonably satisfactory to the Company (or an affidavit of loss the “Exchange Agent”), for exchange in accordance with Section 3.3(ethis Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) belowand (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such New Certificates and cash hereinafter referred to as the “Exchange Fund”). (b) As promptly as practicable following the Effective Time, together with and provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of a duly executed Letter Certificate or Certificates a form of Transmittal, such Stockholder letter of transmittal (which shall specify that delivery shall be entitled to receiveeffected, subject and risk of loss and title to the terms Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and conditions hereof, instructions for use in effecting the Estimated Common Share Price, Series A surrender of the Certificates in exchange for the Merger Consideration or Series B Merger Consideration for into which the shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or CertificatesCertificates shall have been converted pursuant to Section 2.01 and Section 2.03 of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and (ii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Agreement, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datecancelled. Until surrendered as contemplated by this Section 3.3(b2.05(b), each Certificate (other than Certificates representing treasury stock) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration provided in Section 2.01 and Section 2.03 and any unpaid dividends and distributions thereon as provided in Section 2.05(c). No interest shall be paid or accrued on (x) any cash in lieu of fractional shares or (y) any such unpaid dividends and distributions payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver a New Certificate or New Certificates representing shares of Buyer Common Stock (or any cash in lieu of fractional shares) 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 for exchange as provided in this Section 2.05, or an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Buyer. If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and neither Parent nor that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of the Company who have not theretofore complied with Section 2.05(b) shall thereafter look only to the Surviving Corporation for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of 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 shares of Company Common Stock represented by any Certificate for any consideration paid to a public official 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 the Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer 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. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to pay deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder thereof the cash to of Company Common Stock in respect of which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be such deduction and withholding was made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoBuyer.

Exchange Procedures. Upon Promptly after the Effective Time, Parent shall mail to each holder of record of Company Stock that was issued and outstanding as of immediately prior to the Effective Time (i) a Letter of Transmittal and (ii) instructions for effecting the surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder stock certificates (to the extent the applicable share of Company Stock are certificated) in exchange for the applicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of this Agreement. Upon (A) (i) proper surrender of a Certificate for cancellation to Parent or an affidavit (ii) confirmation by the Company’s transfer agent of loss in accordance with Section 3.3(ecancellation of such Certificates(s) below), together with and (B) delivery of a duly completed and executed Letter of Transmittal, such Stockholder the holder of Company Stock shall be entitled to receive, subject to receive in exchange therefor the terms and conditions hereof, the Estimated number of shares of Parent Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss as determined in accordance with Section 3.3(e) below) 2.1 and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior reflected on the Allocation Schedule attached to the Closing DatePayment Certificate. If payment in respect of any share of Company Stock is to be made to a Person other than the Person in whose name such share of Company Stock is registered, it shall be a condition of payment that the signatures on any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Parent that any transfer and other Taxes required by reason of such payment to a Person other than the registered holder of such shares of Company Stock have been paid or are not applicable. Until surrendered or cancelled as contemplated by this Section 3.3(b2.2(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender or cancellation the Merger Consideration, and neither Parent nor applicable Aggregate Consideration that becomes payable in respect of such Certificate pursuant to this Agreement. Holders of Certificates shall not be entitled to receive any portion of the Surviving Corporation shall be required to pay the holder thereof the cash Aggregate Consideration to which he, she or it they would otherwise have been entitled. No interest will be paid entitled until such Certificates are properly surrendered or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretocancelled.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, or at such other time as mutually agreed upon between Parent and the Company, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Stock will be converted pursuant to this Article II into the right to receive the Merger Consideration (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon due delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may mutually agree on) (the "Letter of Transmittal") providing instructions for use in effecting the surrender of Certificates in exchange for certificates representing the Parent Shares and cash in lieu of fractional Parent Shares and (y) an agreement to be executed by the holder of record of such Certificate (or such other Person receiving the Merger Consideration in exchange for such Certificate, as provided for in the third sentence of Section 2.6(b)(ii)) in the form of Exhibit 2 attached hereto (the "Indemnification Agreement"). The parties hereto agree that no Person otherwise entitled to receive the Merger Consideration shall be given the Merger Consideration unless and until such Person delivers to the Exchange Agent a validly executed Indemnification Agreement. Notwithstanding anything to the contrary contained herein, each of the parties agrees to use its commercially reasonable efforts to effect the surrender of the Certificates and the issuance of the Parent Shares, in accordance with the terms and conditions of this Agreement, at the Effective Time. (ii) Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Exchange Agent, together with the Letter of Transmittal and the Indemnification Agreement, each duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates (if the Company Stock is represented by more than one Certificate and the holder of such Company Stock desires to receive a new certificate for each Certificate so surrendered) representing that whole number of Parent Shares (or, subject to compliance with applicable procedures in the United Kingdom, Parent Shares in uncertificated form), (B) the amount of dividends or an affidavit other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such Parent Shares, and (C) the cash amount payable in lieu of loss fractional Parent Shares in accordance with Section 3.3(e) below2.6(f), together with a duly executed Letter of Transmittal, in each case which such Stockholder shall be entitled holder has the right to receive, subject receive pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesprovisions of this Article II, and Certificates the Certificate so surrendered shall forthwith be canceled; provided . In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, a certificate or certificates representing that whole number of Parent Shares, plus the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed cash amount payable in blank or accompanied by duly executed stock powers (or an affidavit lieu of loss fractional Parent Shares in accordance with Section 3.3(e) below2.6(f) and any dividends or other distributions, if any, may be issued to a duly executed and completed Letter of Transmittal at least two (2) Business Days prior transferee if the Certificate representing such Company Common Stock is presented to the Closing DateExchange 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 3.3(b2.6(b) and subject to Section 2.6(c), each Certificate shall be deemed at any time shall, after the Effective Time to Time, represent for all purposes only the right to receive upon such surrender the Merger Considerationconsideration listed in items (A), (B) and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender (C) of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made this Section 2.6(b)(ii) as contemplated by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, EPIX will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (the “Certificates”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as EPIX may reasonably specify after review by Predix) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of EPIX Common Stock and, in lieu of any fractional shares thereof, cash. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), Exchange Agent together with a such letter of transmittal, duly executed Letter executed, and such other customary documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receivereceive in exchange therefore: (A) certificates evidencing that number of whole shares of EPIX Common Stock which such holder has the right to receive in accordance with the Exchange Ratio, subject to in respect of the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented Shares formerly evidenced by such Certificate Certificate, (B) the Milestone Payment, (C) any dividends or Certificatesother distributions to which such holder is entitled pursuant to Section 1.7(e), and Certificates (D) cash in lieu of fractional shares of EPIX Common Stock to which such holder is Table of Contents entitled pursuant to Section 1.7(f), and the Certificate so surrendered shall forthwith be canceled; provided . In the event of a transfer of ownership of Shares which are not registered in the transfer records of Predix as of the Effective Time, EPIX Common Stock and cash may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.9(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented Shares will be deemed from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends, if any, to evidence the right to receive the number of full shares of EPIX Common Stock into which such Stockholder has surrendered hisShares shall have been so converted, her or its Certificates, duly endorsed the right to receive the Milestone Payment and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto1.7.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the ------------ Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.7, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit to such other agent or agents as may be appointed by Parent, together with such letter of loss transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject to receive in exchange therefor a certificate representing the terms and conditions hereof, number of whole shares of Parent Common Stock (less the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the number of shares of Parent Common Stock, Series A Preferred Stock or Series B Preferred Stockif any, respectively(i) to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VII hereof and (ii) to be held in escrow on such holder's behalf pending vesting pursuant to Section 1.7(a)(i) above), represented by plus cash in lieu of fractional shares to which such Certificate or Certificatesholder is entitled pursuant to Section 1.7, and Certificates the Certificate so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time if Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such Stockholder has surrendered his, her or its Certificates, duly endorsed shares of Company Capital Stock shall have been so converted and the right to receive an amount in blank or accompanied by duly executed stock powers (or an affidavit cash in lieu of loss the issuance of any fractional shares in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto1.7.

Exchange Procedures. Upon surrender (a) At the time of mailing of the Certificate or Certificates representing the Company Proxy Statement to holders of record of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder entitled to vote at the Company (Stockholders Meeting, Parent will mail, or cause the Exchange Agent to mail, therewith an affidavit Election Form and a letter of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment transmittal to each such Stockholder immediately after holder. To be effective, an Election Form must be properly completed, signed and actually received by the Effective Time if Exchange Agent not later than 5:00 p.m., New York City time, on the Business Day that is two trading days prior to the Closing Date (which date shall be publicly announced by Parexx xx soon as practicable but in no event less than five trading days prior to the Closing Date) (the "Election Deadline") and accompanied by the certificates representing all the shares of Company Common Stock ("Old Certificates") as to which such Stockholder has surrendered his, her or its CertificatesElection Form is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by duly executed stock powers an appropriate guarantee of delivery by an eligible organization) in the case of shares that are not held in book entry form. For shares that are held in book entry form, Parent shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company. Parent shall have reasonable discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and timely submitted or to disregard defects in Election Forms. Any such determination of the Exchange Agent shall be conclusive and binding. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 3.01 hereof, and, after consultation with the Company, all such computations will be conclusive and binding on the former holders of Company Common Stock absent manifest error. Any shares of Company Common Stock for which the record holder has not, as of the Election Deadline, properly submitted to the Exchange Agent a properly completed Election Form will be deemed No-Election Shares. Any Election Form may be revoked, by the stockholder who submitted such Election Form to the Exchange Agent, only by written notice received by the Exchange Agent (or an affidavit of loss in accordance with Section 3.3(ei) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing DateElection Deadline or (ii) after such time if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. Until surrendered In addition, all Election Forms shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company that the Merger has been abandoned. The Exchange Agent may, with the mutual agreement of Parent and the Company, make such rules as are consistent with this Section 3.04 for the implementation of the Elections provided for herein as shall be necessary or desirable fully to effect such Elections. Prior to the Effective Time, Parent and the Merger Subsidiary will enter into an exchange agent and nominee agreement with the Exchange Agent, in a form reasonably acceptable to the Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.3(b)3.04, each Certificate shall the provisions of which agreement may vary the provisions of such Sections in any respect not material and adverse to the stockholders of the Company. (b) Immediately prior to the Effective Time, the Merger Subsidiary will issue and deliver to the Exchange Agent, acting as nominee for Parent, a number of shares of Subsidiary Common Stock equal to the number of shares of Company Common Stock to be deemed at converted in the Merger, in consideration for the agreement of Parent contained herein to issue and deliver Parent Shares in the Merger. At or prior to the Effective Time, Parent will deposit, or will cause to be deposited, with the Exchange Agent certificates representing Parent Shares ("New Certificates") and an amount of cash (such New Certificates and cash, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions) and any cash in lieu of any fractional Parent Share, being hereinafter referred to as the "Exchange Fund") sufficient to deliver to the holders of Company Common Stock the aggregate Consideration to which such holders are entitled pursuant to Section 3.01, together with all cash and other property to which such holders may be entitled pursuant to Sections 3.02 and 3.03 in respect of dividends and distributions or cash in lieu of fractional share interests. At the time of such deposit, Parent will irrevocably instruct the Exchange Agent to deliver such Consideration to such holders after the Effective Time in accordance with the procedures of the Exchange Agent referred to represent only in Section 3.04(a). The shares of Subsidiary Common Stock issued by the right Merger Subsidiary and delivered to the Exchange Agent at the Effective Time shall be deliverable to, or registered in the name or names of, Parent or such other person or persons as Parent shall instruct. (c) The Surviving Corporation will cause the New Certificates into which shares of a holder's Company Common Stock are converted on the Effective Date and/or any cash in respect of any Per Share Cash Consideration, cash in lieu of fractional share interests or dividends or distributions which such person is entitled to receive to be delivered to such stockholder upon delivery (if not previously delivered) to the Exchange Agent of Old Certificates representing such surrender the Merger Consideration, and neither Parent nor shares of Company Common Stock (or indemnity satisfactory to the Surviving Corporation shall be required to pay and the holder thereof the cash to which heExchange Agent, she if any of such Old Certificates are lost, stolen or it would otherwise have been entitleddestroyed) owned by such stockholder. No interest will be paid on any Consideration, or any cash in respect of fractional share interests or dividends or distributions, that any such person is entitled to receive pursuant to this Article III upon such delivery to the Exchange Agent of Old Certificates. (d) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will accrue be liable to any former holder of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) No dividends or other distributions on Parent Shares with a record date occurring after the cash Effective Time will be paid to the holder of any unsurrendered Old Certificate representing shares of Company Common Stock converted in the Merger into the right to receive such Parent Shares until the holder thereof is entitled to receive New Certificates in exchange therefor in accordance with this Article III, and no such shares of Company Common Stock will be eligible to be voted at any meeting of holders of Parent Shares until the holder of the related Old Certificates is entitled to receive New Certificates in accordance with this Article III. After becoming so entitled in accordance with this Article III, the record holder also will be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to Parent Shares such holder had the right to receive upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence such Old Certificates. (f) Any portion of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made Exchange Fund that remains unclaimed by the Paying Agent holders of Old Certificates for six months after the Effective Time will be returned to Parent. Any stockholders of the Company who have not theretofore complied with this Article III thereafter shall look only to Parent for, and, subject to Section 3.04(d), Parent shall remain liable for, payment of their claim for Per Share Stock Consideration, Per Share Cash Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on Parent Shares deliverable in respect of each share of Company Common Stock represented by such Old Certificates such stockholder holds as determined pursuant to that certain Paying Agent this Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoeach case without any interest thereon.

Exchange Procedures. Upon As soon as practicable after the Effective Time, Buyer, as agent for the Surviving Corporation, shall cause to be mailed to each holder of record of a certificate previously representing shares of Company Common Stock (a "Certificate") the following: (i) a letter of transmittal in substantially the form of Exhibit E hereto specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Buyer; and (ii) instructions for use in effecting the surrender of the Certificates in payment for the Merger Consideration. Upon the proper surrender of a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Buyer, together with a properly completed and duly executed Letter letter of Transmittaltransmittal, the holder of such Stockholder Certificate shall be entitled to receive, subject in payment therefor, a check representing the Merger Consideration (including a pro rata share of any Adjustment in Favor of Stockholders at the time the same becomes payable pursuant hereto) which such holder has the right to receive in respect of the Certificate surrendered pursuant to the terms and conditions provisions hereof, and the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledcancelled. No interest will be paid or will accrue accrued on the cash payable upon surrender Merger Consideration. In the event of a transfer of ownership of any Certificate. Notwithstanding anything to shares of Company Common Stock not registered in the contrary herein, upon the occurrence transfer records of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parenta check for the Merger Consideration (including a pro rata share of any Adjustment in Favor of Stockholders at the time the same becomes payable pursuant hereto) may be issued to the transferee if the Certificate representing such Company Common Stock is presented to Buyer, accompanied by documents sufficient, in the discretion of Buyer, (i) to evidence and effect such transfer, and (ii) to evidence that all applicable stock transfer taxes have been paid. After the Effective Time, the Representative stock transfer books of the Company shall be closed and Wilmington Trustno transfer of Company Common Stock shall thereafter be made or recognized. Buyer and Merger Sub shall cooperate with the Company prior to the Effective Time to take such actions as may be necessary to permit and facilitate the delivery of as many Certificates as possible, National Associationand the payment of Closing Merger Consideration attributable thereto (it being understood that any Adjustment in Favor of Stockholders will be paid subsequent to the Effective Time in accordance with the provisions hereof), substantially in simultaneously with the form of Exhibit C attached heretoEffective Time.

Exchange Procedures. Upon Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of a Company Certificate at the Effective Time a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery thereof to the Exchange Agent and shall contain instructions for use in effecting the surrender of the Company Certificates in exchange for the property described in the next sentence). Upon surrender for cancellation to the Exchange Agent of Company Certificate(s) held by any record holder of a Company Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a Parent Certificate or Certificates representing the number of whole shares of Parent Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to into which the Company (or an affidavit Common Shares represented by the surrendered Company Certificate(s) shall have been converted at the Effective Time pursuant to this Article I, cash in lieu of loss any fractional share of Parent Common Stock in accordance with Section 3.3(e1.8 and any dividends and other distributions payable in accordance with Section 1.7; and the Company Certificate(s) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided cancelled. Shares of Parent Common Stock issued in the Merger shall be issued as of, and be deemed to be outstanding as of, the Effective Time. Parent shall cause all such shares of Parent Common Stock issued pursuant to the Merger to be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. In the event any Company Certificate(s) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate(s) to be lost, stolen or destroyed and, if reasonably required by Parent or the Surviving Corporation, upon the posting by such person of a bond in such amount as Parent or the Surviving Corporation shall make may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate(s), the Exchange Agent will issue in respect of such lost, stolen or destroyed Certificate(s), the consideration to be received by virtue of the Merger with respect to the Company Common Shares represented thereby (subject to the payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed of cash in blank or accompanied by duly executed stock powers (or an affidavit lieu of loss fractional shares in accordance with Section 3.3(e) belowherewith) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior such person shall be entitled to the Closing Date. Until surrendered as contemplated by this Section 3.3(b)voting, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, dividend and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoother distribution rights provided herein with respect thereto.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Closing Date, Parent or the Exchange Agent shall deliver a letter of transmittal in substantially the form attached hereto as Exhibit D at the address, or to the email address, as applicable, set forth opposite each such Stockholder’s name on the Spreadsheet. After delivery to the Exchange Agent of a letter of transmittal and any other documents (including applicable tax forms) that Parent or the Exchange Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto (upon which, the certificate(s) representing shares of Company Capital Stock (the “Company Stock Certificates”) referenced therein shall be deemed surrendered and cancelled), Parent shall instruct its transfer agent to issue and the Exchange Agent to pay to the holder of such Company Stock Certificate the portion of the Certificate or Certificates representing Total Consideration issuable and payable in respect thereto pursuant to Section 1.6(b)(i) (less the Common Stock, Series A Preferred Stock or Series B Preferred Stock held cash and shares deemed contributed by each such Stockholder to the Company (or an affidavit of loss in accordance with Escrow Fund pursuant to Section 3.3(e) below1.8(b), together with a duly executed Letter of Transmittal, less the cash deemed contributed by such Stockholder to the Expense Fund pursuant to Section 1.8(c), and less the shares which will be issued and held by Parent’s transfer agent in a restricted account pursuant to Section 1.9(a)) and the Company Stock Certificate so deemed surrendered shall be entitled to receivecancelled. Until so deemed surrendered, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred each Company Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately outstanding after the First Effective Time if such Stockholder has surrendered hiswill be deemed, her or its Certificatesfor all corporate purposes thereafter, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon that portion of the Total Consideration (without interest) issuable and payable in exchange for the Company Capital Stock represented by such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledCompany Stock Certificate. No interest portion of the Total Consideration will be paid or will accrue on to the cash payable upon surrender holder of any Certificate. Notwithstanding anything unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the contrary herein, upon the occurrence holder of the Closing, payments record of Merger Consideration to the Stockholders hereunder such Company Stock Certificate shall be made by the Paying Agent surrender such Company Stock Certificate and validly executed Exchange Documents pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time of Merger I, Parent will instruct the Exchange Agent to mail to the record holders of applicable Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and, in lieu of any fractional share thereof, cash, if any. Upon surrender of the a Company Stock Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent for exchange, together with a duly executed Letter letter of Transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) if an Exchange Stockholder, the holder of such Stockholder Company Stock Certificate shall be entitled to receive, subject receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the terms provisions of Section 1.6(a) (and conditions hereof, the Estimated cash in lieu of any fractional share of Parent Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatespursuant to Section 1.6(f)), and Certificates (B) the Company Stock Certificate so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b1.8(b), each Company Stock Certificate held by an Exchange Stockholder shall be deemed at any time deemed, from and after the Effective Time of Merger I, to represent only the right to receive upon such surrender the Series F Merger Consideration, as applicable, (and neither cash in lieu of any fractional share of Parent nor the Surviving Corporation Common Stock). If any Company Stock Certificate shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid lost, stolen or will accrue on destroyed, Parent may, in its discretion and as a condition to the cash payable upon surrender issuance of any Certificate. Notwithstanding anything certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration provide an appropriate affidavit and to the Stockholders hereunder shall deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made by against the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the CompanyExchange Agent, Parent, the Representative and Wilmington TrustSurviving Corporation, National Association, substantially in or the form of Exhibit C attached heretoSurviving Entity with respect to such Company Stock Certificate.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock (“Company Certificates”), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 3.04) promptly after the Effective Time: (i) a letter of transmittal in form and substance satisfactory to Company, such approval not to be unreasonably withheld (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the applicable Merger Consideration. Upon surrender of the a Company Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (Exchange Agent or an affidavit of loss in accordance with Section 3.3(e) below)to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed Letter completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of Transmittal, such Stockholder Company Certificate shall be entitled to receive, subject receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III (together with payment of cash in lieu of fractional shares which such holder has the terms right to receive pursuant to Section 3.04) and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Company Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that . Until so surrendered, each outstanding Company Certificate that, prior to the Surviving Corporation shall make such payment to each such Stockholder immediately Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time if Time, for all purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such Stockholder shares of Company Common Stock, as the case may be, shall have been so converted (together with payment of cash in lieu of fractional shares which such holder has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationpursuant to Section 3.04). Notwithstanding any other provision of this Agreement, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No no interest will be paid or will accrue on the any cash payable upon surrender to holders of any Certificate. Notwithstanding anything Company Certificates pursuant to the contrary herein, upon the occurrence provisions of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretothis Article III.

Exchange Procedures. Upon surrender (a) At the time of mailing of the Certificate or Certificates representing the Company Proxy Statement to holders of record of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder entitled to vote at the Company (Stockholders Meeting, Parent will mail, or cause the Exchange Agent to mail, therewith an affidavit Election Form and a letter of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment transmittal to each such Stockholder immediately after holder. To be effective, an Election Form must be properly completed, signed and actually received by the Effective Time if Exchange Agent not later than 5:00 p.m., New York City time, on the Business Day that is two trading days prior to the Closing Date (which date shall be publicly announced by Parent as soon as practicable but in no event less than five trading days prior to the Closing Date) (the "Election Deadline") and accompanied by the certificates representing all the shares of Company Common Stock ("Old Certificates") as to which such Stockholder has surrendered his, her or its CertificatesElection Form is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by duly executed stock powers an appropriate guarantee of delivery by an eligible organization) in the case of shares that are not held in book entry form. For shares that are held in book entry form, Parent shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company. Parent shall have reasonable discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and timely submitted or to disregard defects in Election Forms. Any such determination of the Exchange Agent shall be conclusive and binding. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 3.01 hereof, and, after consultation with the Company, all such computations will be conclusive and binding on the former holders of Company Common Stock absent manifest error. Any shares of Company Common Stock for which the record holder has not, as of the Election Deadline, properly submitted to the Exchange Agent a properly completed Election Form will be deemed No-Election Shares. Any Election Form may be revoked, by the stockholder who submitted such Election Form to the Exchange Agent, only by written notice received by the Exchange Agent (or an affidavit of loss in accordance with Section 3.3(ei) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing DateElection Deadline or (ii) after such time if (and only to the extent that) the Exchange Agent is legally required to permit revocations and only if the Effective Time shall not have occurred prior to such date. Until surrendered In addition, all Election Forms shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company that the Merger has been abandoned. The Exchange Agent may, with the mutual agreement of Parent and the Company, make such rules as are consistent with this Section 3.04 for the implementation of the Elections provided for herein as shall be necessary or desirable fully to effect such Elections. Prior to the Effective Time, Parent and the Merger Subsidiary will enter into an exchange agent and nominee agreement with the Exchange Agent, in a form reasonably acceptable to the Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.3(b)3.04, each Certificate shall be deemed at the provisions of which agreement may vary the provisions of such Sections in any time after respect not material and adverse to the stockholders of the Company. (b) Immediately prior to the Effective Time to represent only the right to receive upon such surrender Time, the Merger Consideration, Subsidiary will issue and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything deliver to the contrary hereinExchange Agent, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, acting as nominee for Parent, the Representative and Wilmington Trust, National Association, substantially in the form a number of Exhibit C attached hereto.shares of Subsidiary Common Stock equal to

Exchange Procedures. Upon As promptly as practicable after the Effective Time, (but in no event later than five (5) business days after the Effective Time), Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder pursuant to such letter of transmittal. Upon surrender to the Company (or an affidavit Exchange Agent of loss a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with Section 3.3(e) below)the instructions thereto, together with a duly executed Letter and such other documents as may be required pursuant to such instructions, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject 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 terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, Shares formerly represented by such Certificate (after taking into account all 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 2.02(e) and any dividends or Certificatesother distributions to which such holder is entitled pursuant to Section 2.02(c), and Certificates the Certificate so surrendered shall forthwith be canceled; provided cancelled. In the event of a transfer of ownership of Shares that is not registered in the Surviving Corporation shall make 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 payment holder is entitled pursuant to each Section 2.02(e) and any dividends or other distributions to which such Stockholder immediately after holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Effective Time if Certificate representing such Stockholder has surrendered hisShares is presented to the Exchange Agent, her or its Certificates, duly endorsed in blank or accompanied by duly executed all documents required to evidence and effect such transfer and by evidence that any applicable stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior to the Closing Datetransfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.02, 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 Merger Considerationcertificate representing shares of Parent Common Stock, and neither cash in lieu of any fractional shares of Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash Common Stock to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent such holder is entitled pursuant to that certain Paying Agent Agreement, by Section 2.02(e) and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached heretoany dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Table of Contents certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of the a Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder for cancellation to the Company (or an affidavit of loss in accordance with Section 3.3(e) below)Exchange Agent, together with a such letter of transmittal, duly executed Letter executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of Transmittal, such Stockholder Certificate shall be entitled to receive, subject receive in exchange therefor the amount of cash and/or a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificatesprovisions of this Article II (as applicable), and Certificates the Certificate so surrendered shall forthwith be canceled; provided . Until such time as a certificate representing Parent Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Parent Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company Common Stock that is not registered in the Surviving Corporation transfer records of the Company, the amount of cash and/or a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall make be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the receipt of the amount of cash and/or issuance of shares of Parent Common Stock to each a person other than the registered holder of such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her Certificate or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed and completed Letter of Transmittal at least two (2) Business Days prior establish to the Closing Datesatisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitledConsideration as contemplated by this Section 2.02. No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificate. Notwithstanding anything to the contrary herein, upon the occurrence of the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of Exhibit C attached hereto.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10 days thereafter. Parent shall cause the Exchange Agent to mail to each (i) holder of record of one or more Certificates representing shares of the Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Merger Consideration pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the number of whole shares of Parent Common Stock, the cash portion of the Merger Consideration and any cash in lieu of fractional Table of Contents shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(c), and (ii) holder of record of Company Preferred Stock a letter of transmittal and instructions for use in effecting the surrender of the Company Preferred Stock certificate in exchange for certificates representing the number of shares of New Parent Preferred Stock as well as any dividends or distributions to be paid pursuant to Section 2.2(c). Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Merger Consideration which such holder has the right to receive in respect of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder surrendered pursuant to the Company provisions of this Article II, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject Certificates surrendered pursuant to the terms provisions of this Article II and conditions hereof(C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that cancelled. Upon proper surrender of Company Preferred Stock certificate for exchange and cancellation to the Surviving Corporation shall make Exchange Agent, together with such payment to each such Stockholder immediately after the Effective Time if such Stockholder has surrendered his, her or its Certificatesproperly completed letter of transmittal, duly endorsed executed, the holder of such Company Preferred Stock certificate shall be entitled to receive in blank exchange therefor, as applicable, (i) New Parent Preferred Stock certificate and (ii) a check representing the amount of any dividends or accompanied by duly executed stock powers distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Company Preferred Stock so surrendered shall forthwith be cancelled. (b) No interest will be paid or an affidavit accrued on the cash portion of loss the Merger Consideration or any cash in accordance with Section 3.3(e) below) and a duly executed and completed Letter lieu of Transmittal at least two (2) Business Days prior fractional shares payable to the Closing Dateholders of Certificates. Until surrendered as contemplated by this Section 3.3(b)2.2, each Certificate and Company Preferred Stock certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration, New Parent Preferred Stock and neither any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2 (after giving effect to Section 6.10), as applicable. (c) No dividends or other distributions declared with respect to the Parent nor the Surviving Corporation Common Stock or New Parent Preferred Stock, as applicable, shall be required paid to pay the holder of any unsurrendered Certificate or Company Preferred Stock certificate until the holder thereof shall surrender such Certificate or Company Preferred Stock certificate, as applicable, in accordance with this Article II. After the cash surrender of a Certificate or Company Preferred Stock certificate, as applicable, in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which he, she or it would otherwise theretofore had become payable with respect to the whole shares of the Parent Common Stock which the shares of Company Common Stock represented by such Certificate have been entitled. No interest will converted into the right to receive or New Parent Preferred Stock which the shares of Company Preferred stock have been converted into the right to receive, as applicable. (d) If any certificate representing shares of the Parent Common Stock or New Parent Preferred Stock is to be issued in a name other than that in which the Certificate or Certificates or Company Preferred Stock certificate surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Certificate or Certificates or Company Preferred Stock certificate, as applicable, 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 a certificate representing shares of the Parent Common Stock or New Parent Preferred Stock in any name other than that of the registered holder of the Certificate or Certificates or Company Preferred Stock certificates, as applicable, surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or will accrue is not payable. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of the Company Common Stock or Company Preferred Stock that were issued and outstanding Table of Contents immediately prior to the Effective Time. If, after the Effective Time, Certificates or Company Preferred Stock certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration, New Parent Preferred Stock, cash payable upon surrender in lieu of any Certificate. fractional shares and dividends or distributions, as applicable, that the holder presenting such certificate is entitled to as provided in this Article II. (f) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of the Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to the Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Parent Common Stock on the Nasdaq Global Select Stock Market (“Nasdaq”) as reported by The Wall Street Journal for the five (5) full trading days ending on the trading day immediately preceding the Closing Date (the “Parent Share Closing Price”) by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of the Parent Common Stock which such holder (taking into account all fractional share interests to be received by such holder) would otherwise be entitled to receive pursuant to Section 1.5. (g) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for twelve (12) months after the Effective Time shall be paid to the Parent. Any former stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, New Preferred Stock, cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock or New Parent Preferred Stock, as applicable, deliverable in respect of each former share of the Company Common Stock or the Company Preferred Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, Intermediary, the Company, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of the Company Common Stock or Company Preferred Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Parent shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash portion of the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to this Section 2.2 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of the Company Common Stock and Company Preferred Stock, as applicable, 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 Parent 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 the Company Common Stock or Company Preferred Stock, as applicable, in respect of which the deduction and withholding was made by Parent or the Exchange Agent, as the case may be. (i) In the event any Certificate or Company Preferred Stock certificate shall have been lost, stolen or destroyed, upon the occurrence making of the Closing, payments an affidavit of Merger Consideration to the Stockholders hereunder shall be made that fact by the Paying Agent pursuant person claiming such certificate to that certain Paying Agent Agreementbe lost, stolen or destroyed and, if required by and among the Company, Parent, the Representative posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate or Company Preferred Stock certificate, as applicable, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate or Company Preferred Stock certificate, as applicable, the Merger Consideration, New Parent Preferred Stock, any cash in lieu of fractional shares and Wilmington Trustdividends or distributions deliverable in respect thereof pursuant to this Agreement, National Association, substantially in the form as applicable. Table of Exhibit C attached hereto.Contents