Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) Prior to the Effective Time, IBS and Info will select a bank or trust company to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco shall promptly cause to be issued a certificate representing that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receive. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) Parent will select a furnish to The Bank of New York, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS Parent, Parent Subsidiary or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoCompany). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Company and IBS Parent prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS Parent, the Parent Subsidiary or Infothe Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(vtoss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Parent shall promptly cause to be issued a certificate representing that number of whole Holdco Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Parent Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Company Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDEDprovided, HOWEVERhowever, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(fthisss.2(e). After the surrender of a certificate in accordance with this Section 2(fthisss.2(e), 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 the Holdco Shares or Holdco Preferred Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Parent Shares into which his or its IBS Shares, Info Shares or First Avenue Company Shares shall have been converted into the right to receive. (ixii) Holdco The Company will cause its transfer agent to furnish promptly to the Parent Subsidiary a list, as of a recent date, of the record holders of Company Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and lists of security positions of Company Shares held in stock depositories. The Company will furnish the Parent Subsidiary with such additional information (including, but not limited to, updated lists of holders of Company Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or the Parent Subsidiary or their agents may reasonably request. (iii) The Parent may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Parent; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the Merger Consideration as necessary. The Parent may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and Parent will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) The Parent may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Company shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code Per Share Merger Consideration and any cash payable upon surrender of their certificates. (v) The Parent shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to the Effective TimeClosing Date, IBS and Info will Parent shall select a bank or trust company to act American Stock Transfer & Trust Company as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunderto act in such capacity in connection with the Merger. At or prior to As of the Effective Time, Holdco Parent shall deposit with the Exchange Agent a corpus Agent, for the benefit of the holders (the "EXCHANGE FUNDShareholders") consisting of Holdco Shares shares of Company Common Stock, for exchange in accordance with this Article II and cash sufficient the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to permit the Exchange Agent to make full payment of the Info be issued as Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than which shares of Parent Common Stock, together with any Info Shares owned by IBS dividends or Info) distributions with respect thereto, and of the IBS Merger aggregate Cash Consideration being hereinafter collectively referred to as the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info"Exchange Fund"). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following As soon as practicable after the Effective Time, Holdco will cause the Exchange Agent shall mail to mail each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Old 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 such certificatesOld Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a (A) certificate representing that number of whole Holdco Shares shares of Parent Common Stock and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into Cash Consideration which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under holder has the Securities Act and cannot be transferred in the absence of an effective registration statement with respect right to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend receive pursuant to the effect set forth in clause (C) aboveprovisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder transfer records of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date on and after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateTime, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into represent only the right to receive. receive upon such surrender (ixx) Holdco shall be entitled to deduct the certificate representing shares of Parent Common Stock, (y) and withhold from cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable Merger amount of Cash Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct contemplated by this Article II and withhold with respect to such payment under the Code or any provision Plan of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheldMerger.

Procedure for Exchange. (i) Prior to the Effective TimeClosing Date, IBS and Info will Parent shall select a bank or trust company to act American Stock Transfer & Trust Company as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunderto act in such capacity in connection with the Merger. At or prior to As of the Effective Time, Holdco Parent shall deposit with the Exchange Agent a corpus Agent, for the benefit of the holders (the "EXCHANGE FUNDShareholders") consisting of Holdco Shares shares of Company Common Stock, for exchange in accordance with this Article II and cash sufficient the Plan of Merger certificates representing the shares of Parent Common Stock contemplated to permit the Exchange Agent to make full payment of the Info be issued as Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than which shares of Parent Common Stock, together with any Info Shares owned by IBS dividends or Info) and of distributions with respect thereto, being hereinafter collectively referred to as the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info"Exchange Fund"). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following As soon as practicable after the Effective Time, Holdco will cause the Exchange Agent shall mail to mail each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Old 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 such certificatesOld Certificates in exchange for certificates representing Merger Shares. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a certificate representing that number of whole Holdco Shares and a check representing the amount shares of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to Parent Common Stock which such Persons holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued not registered on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, records of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date on and after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateTime, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into represent only the right to receivereceive upon such surrender (x) the certificate representing shares of Parent Common Stock and (y) cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock as contemplated by this Article II and the Plan of Merger. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (i) Prior to the Effective Time, IBS and Info will select a bank or trust company to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly Immediately following the Effective Time, Holdco will cause Parent shall deliver to the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (Stockholder, other than Parent or any Info Shares subsidiary of Parent, of a certificate or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, which immediately prior to the Effective TimeTime represented issued and outstanding shares of Company Common Stock (each, represented his or its Info an "Old Certificate") a certificate (a "New Certificate") representing that number of Merger Shares or IBS Shares against payment of (other than the applicable Merger Consideration to Escrow Shares) which such holder is entitled has the right to receive pursuant to Article II, Section 2(e)(v). Upon surrender 1(c)(i) with respect to the Exchange Agent such Old Certificate against receipt by Parent of (i) such certificates, together with such Old Certificate for cancellation and (ii) an executed letter of transmittal, duly executed and completed in accordance with the instructions theretoOld Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Holdco shall promptly cause to Section 2(b). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a certificate transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributionsapplicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, if anySection 2, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments each Old Certificate shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investmentsdeemed, on and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look represent only the right to Holdco receive upon such surrender, New Certificates representing Merger Shares (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder Escrow Shares) as contemplated by Article II, Section 1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receiveEscrow Agreement. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (i) Prior Any exchange shall be exercised pursuant to the Effective Time, IBS and Info will select a bank or trust company to act as notice of exchange agent (the "EXCHANGE AGENTNOTICE") hereunder. At or prior delivered to the Effective TimeGeneral Partner by the Holder who is exercising such exchange right, Holdco shall deposit with by (A) fax and (B) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the fifth (5{th}) Business Day following receipt by the General Partner of the Exchange Agent Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a corpus (proper assignment of such Series B Preferred Units to the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment office of the Info Merger Consideration General Partner maintained for such purpose. Currently, such office is 35 Century Park-Way, Salt Xxxx Xxxx, Xxxx 00000. Xxxx xxxxxxxx xxxx xx xeemed to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, have been effected immediately prior to the Effective Timeclose of business on the date on which such Series B Preferred Units to be exchange (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any shares of Series B Preferred Stock issued pursuant to this SECTION 9 shall be delivered as shares which are duly authorized, represented his validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or its Info Shares or IBS Shares against payment restriction other than those provided in the Charter, the Bylaws of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender to General Partner, the Exchange Agent of such certificates, together with such letter of transmittal, duly executed Securities Act and completed in accordance with the instructions thereto, Holdco shall promptly cause to be issued a certificate representing that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid relevant state securities or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Sharesblue sky laws. (ii) Info will cause its transfer agent In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Stock, an amount equal to furnish promptly the accrued and unpaid distributions, whether or not declared, to Holdco the date of exchange on any Series B Preferred Units tendered for exchange shall (A) accrue on the shares of the Series B Preferred Stock into which such Series B Preferred Units are exchanged, and (B) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a list, as holder of a recent dateSeries B Preferred Unit that was validly exchanged into Series B Preferred Stock pursuant to this section (other than the General Partner no holding such Series B Preferred Unit), receive a cash distribution from the Partnership, if such holder, after exchange, is entitled to receive a distribution with respect to the share of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with Series B Preferred Stock for which such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco Series B Preferred Unit was exchanged or its agents may reasonably requestredeemed. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as Fractional shares of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but Series A Preferred Stock are not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include upon exchange but, in lieu thereof, the General Partner will pay a legend cash adjustment based upon the fair market value of the Series B Preferred Stock on the day prior to the effect set forth exchange date as determined in clause (C) above. No interest will be paid or accrued on good faith by the cash in lieu Board of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder Directors of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receiveGeneral Partner. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (a) Immediately prior to the Learning Curve Effective Time, RCE shall deposit with EquiServe Trust Company, N.A., or such other exchange agent selected by RCE and reasonably acceptable to Learning Curve, (the "Exchange Agent") for the benefit of the holders of Learning Curve Shares, for exchange in accordance with this Article II through the Exchange Agent, cash, including the Cash Consideration, and certificates representing the Merger Shares (such cash, certificates for Merger Shares, and cash in lieu of fractional shares (if any), together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") payable or issuable pursuant to section 2.4(e) in exchange for the outstanding Learning Curve Shares. (b) As soon as reasonably practicable after the Learning Curve Effective Time, the Exchange Agent shall mail or personally deliver to each holder of record (or his or her attorney-in-fact) of Learning Curve Shares which were converted into the right to receive Cash Consideration and/or Merger Shares pursuant to section 2.4(e) and cash in lieu of fractional shares (if any) and the other Merger Consideration pursuant to section 2.4(e), (i) Prior to the Effective Time, IBS and Info will select a bank or trust company to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form which shall specify that delivery shall be effected, and risk of loss and title to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares the certificate or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, which immediately prior to the Learning Curve Effective Time, represented his or its Info outstanding Learning Curve Shares or IBS Shares against payment (the "Certificates") shall pass, only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Certificates to the Exchange Agent and shall be in such form and have such other provisions as RCE may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Cash Consideration and/or certificates representing Merger Shares (together, the "Exchange Documents"). With respect to any Conversion Shares, the Certificate for such certificatesConversion Shares may be represented by a certificate representing the Learning Curve Preferred Shares which have converted into Conversion Shares prior to the Learning Curve Effective Time. Upon request of Learning Curve not less than ten Business Days prior to the Learning Curve Effective Time, RCE shall cause the Exchange Documents to be delivered to all of the holders of Learning Curve Shares identified by Learning Curve. At the Learning Curve Effective Time and upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed executed, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the instructions thereto, Holdco shall promptly cause to be issued Cash Consideration and/or a certificate representing that number of whole Holdco Merger Shares which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all Learning Curve Shares then held by such holder) and cash in lieu of fractional shares (if any), and the Certificate so surrendered shall forthwith be canceled and the Cash Consideration and/or cash in lieu of fractional shares and/or certificate representing Merger Shares shall be sent as promptly as practicable to such holder; provided, however, that any holder of a Certificate who, prior to the Closing Date, surrenders such Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and wire transfer instructions in proper form shall be entitled to receive the Cash Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II by wire transfer on the Closing Date in accordance with such wire transfer instructions as well as, if applicable, the delivery, on the Closing Date or as soon thereafter as reasonably practicable, of a certificate representing that number of whole Merger Shares which such holder has a right to receive. Notwithstanding the foregoing, any Cash Consideration payable to a holder of a Certificate shall be net of the amounts due, if any, as of the Closing Date by such holder to Learning Curve under any Stock Option Loan to which such holder is a party. In the event of a transfer of ownership of Learning Curve Shares which is not registered in the transfer records of Learning Curve, Cash Consideration and/or cash in lieu of fractional shares and/or a certificate representing the proper number of Merger Shares may be issued to a transferee if the Certificate representing such Learning Curve Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Agent shall make reasonable efforts to make available additional letters of transmittal and instructions to all such persons who become holders (or beneficial owners) of Learning Curve Shares. Until surrendered as contemplated by this section 2.8(b), each Certificate shall be deemed at any time after the Learning Curve Effective Time to represent only the right to receive upon such surrender Cash Consideration and/or the certificate representing Merger Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect Merger Shares as well as the rights to any required tax withholdings Participants' Working Capital Adjustment, Participants' Earnout Consideration and Escrow Participation Amount as provided in Section 2(f)(ixcontemplated by section 2.4(e). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (iic) Info will cause its transfer agent RCE shall not pay any dividend or make any distribution on RCE Shares, with a record date at or after the Learning Curve Effective Time, to furnish promptly any record holder of Learning Curve Shares unless and until the holder surrenders for exchange the stock certificate or certificates that formerly represented the holder's Learning Curve Shares. RCE instead shall pay the dividend or make the distribution to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest in trust for the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions benefit of the investments shall be such as to permit holder pending the Exchange Agent to make prompt payment surrender and exchange. No holder of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS Learning Curve Shares shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors any interest or earnings on the dividend or distribution held in trust by the Exchange Agent pending receipt thereof with respect to by the applicable Merger Consideration and any cash payable holder upon surrender for exchange of their the Learning Curve Share certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vid) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Learning Curve Shares shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that such fact by the Person claiming such certificate to be has been lost, stolen stolen, or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVERand if reasonably required by RCE, the posting by such Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco of a bond in such sum customary amount as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it indemnity against any claim that may be made against Holdco it with respect to such certificate, the Exchange Agent will issue in exchange for such documentation of the lost, stolen, or destroyed certificate, the applicable Cash Consideration, RCE Shares and any unpaid dividends or other distributions in respect thereof. (e) RCE may terminate the Exchange Fund and cause the Exchange Agent to return any portion of the Exchange Fund remaining unclaimed 180 days after the Closing Date, and thereafter each remaining record holder of Learning Curve Shares who has not surrendered for exchange the certificates representing the Learning Curve Shares shall be entitled to look to RCE (subject to abandoned property, escheat, and other similar Laws) as a general creditor thereof with respect to the Merger Consideration to which the holder is entitled upon surrendering for exchange the stock certificate alleged to have been lostor certificates that formerly represented the holder's Learning Curve Shares. Notwithstanding the foregoing, stolen none of RCE, the Learning Curve Surviving Corporation, LC SUB II Surviving Corporation, LC SUB III Surviving Corporation, or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof Exchange Agent shall be paid liable to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of Escrow and Earnout Participants for any amounts properly delivered to a certificate in accordance with this Section 2(f)public official pursuant to applicable abandoned property, the record holder thereof shall be entitled to receive any such dividends escheat, or other distributions, without any interest thereon, which theretofore had become payable with respect to the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receivesimilar Laws. (ixf) Holdco RCE shall be entitled to deduct pay all fees, expenses, and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment other charges of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) the Purchaser will select a furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "EXCHANGE AGENTExchange -------- Agent") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Purchaser Shares and cash ----- ------------- sufficient to permit the Exchange Agent to make full payment of the Info Per Share Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Shares Purchaser-owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoShares). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following (B) the Effective Time, Holdco Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by Info the Target and IBS prior to Closing the Purchaser to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Shares Purchaser- owned by IBS or InfoShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Info Shares or IBS Target Shares against payment of the applicable Per Share Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Holdco Purchaser Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Purchaser Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Per Share Merger Consideration deliverable in respect thereof; PROVIDEDprovided, HOWEVERhowever, the -------- ------- Person to whom such the Per Share Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Purchaser Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f(S)2(e). After the surrender of a certificate in accordance with this Section 2(f(S)2(e), 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 the Holdco Shares or Holdco Preferred Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Purchaser Shares into which his or its IBS Shares, Info Shares or First Avenue Target Shares shall have been converted into the right to receiveconverted. (ixii) Holdco The Target will cause its transfer agent to furnish promptly to the Purchaser Subsidiary a list, as of a recent date, of the record holders of Target Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Target Shares and lists of security positions of Target Shares held in stock depositories. The Target will furnish the Purchaser Subsidiary with such additional information (including, but not limited to, updated lists of holders of Target Shares and their addresses, mailing labels and lists of security positions) and such other assistance as the Purchaser or the Purchaser Subsidiary or their agents may reasonably request. (iii) The Purchaser may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by the Purchaser; provided, however, that the terms and conditions of the -------- ------- investments shall be such as to permit the Exchange Agent to make prompt payment of the Per Share Merger Consideration as necessary. The Purchaser may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and the Purchaser will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) The Purchaser may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Target shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code cash payable upon surrender of their certificates. (v) The Purchaser shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (ia) Prior to Immediately after the Effective Time, IBS and Info will select a (A) Parent shall furnish to StockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to Company to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time“Exchange Agent”), Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND"“Exchange Fund”) consisting of Holdco Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS or Info) Company), less such number and amount of the IBS Parent Shares and cash that equals 5% of the aggregate number of Parent Shares and amount of cash that would have been deliverable to the Preferred Stockholders as Merger Consideration pursuant to Section 2.4(f)(2) were all outstanding shares of Preferred Stock as of the Effective Time to be converted and without giving effect to the withholding therefrom pursuant to this Section 2.5(a) or to any adjustment pursuant to Section 2.4(f)(4), which number of Parent Shares and amount of cash (the “Escrowed Consideration”) will be withheld from the amounts otherwise to be delivered to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Preferred Stock as Merger Consideration will to which each such holder of Preferred Stock would, but for this Section 2.5(a), be provided by Infoentitled to be delivered pursuant to this Agreement, pro rata in proportion to the respective amounts of cash and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco Parent Shares otherwise so deliverable and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info Company and IBS Parent prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS or InfoCompany) for the holder to use in surrendering the certificates whichthat, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such the holder is entitled pursuant to Section 2(e)(v2.4(f), subject to the escrow of the Escrowed Consideration pursuant to the Escrow Agreement. Notwithstanding the withholding of the Escrowed Consideration and deposit thereof with the Escrow Agent pursuant to Section 2.6(a), each Preferred Stockholder shall, for all purposes of Section 2.4, be deemed to have received any such Escrowed Consideration so withheld and deposited. Upon surrender to the Exchange Agent of such these certificates, together with such the letter of transmittal, duly executed and completed in accordance with the instructions theretoletter of transmittal instructions, Holdco subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Holdco Shares Parent Shares, if any, to which the Persons are entitled (in each case bearing the legends set forth in Sections 5.8(b) and 5.8(d) and after giving effect to any required tax withholdings and the withholding of the Escrowed Consideration) and a check representing the sum of (x) the Cash Component (after giving effect to any required tax withholdings, the withholding of the Escrowed Consideration and the provisions of Section 2.4(f)(4)) and (y) the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such the Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco Cash Component or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Parent Shares. (viii) . If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the surrendered certificate so surrendered shall must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such this tax has been paid or is not applicable. In the event If any certificate representing IBS Shares, Info Company Shares or First Avenue Shares shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such a certificate to be lost, stolen or destroyed, Holdco the Exchange Agent will issue in exchange for such this lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, thereof except that the Person to whom such this Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Parent Shares and payable to the holders of record thereof shall will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such this certificate in accordance with this Section 2(f)2.5. After the surrender of a certificate in accordance with this Section 2(f)2.5, the record holder thereof shall be is entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore previously had become payable with respect to the Holdco Shares or Holdco Preferred Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be is entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Parent Shares into which his or its IBS Shares, Info Shares or First Avenue Company Shares shall have been converted into the right to receiveconverted. (ixb) Holdco Parent shall be entitled pay, or shall cause the Surviving Corporation to deduct pay, all charges and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior At or prior to the Effective Time, IBS and Info (A) Acquiror will select a furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Acquiror Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS Acquiror or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoCompany). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Company and IBS Acquiror prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS Acquiror or Infothe Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(vss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Acquiror shall promptly cause to be issued a certificate representing that number of whole Holdco Acquiror Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Acquiror Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Company Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Acquiror Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(fthisss.2(e). After the surrender of a certificate in accordance with this Section 2(fss.2(e), 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 the Holdco Shares or Holdco Preferred Acquiror Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Acquiror Shares into which his or its IBS Shares, Info Shares or First Avenue Company Shares shall have been converted into the right to receive. (ixii) Holdco The Company will cause its transfer agent to furnish promptly to Acquiror a list, as of a recent date, of the record holders of Company Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and lists of security positions of Company Shares held in stock depositories. The Company will furnish Acquiror with such additional information (including, but not limited to, updated lists of holders of Company Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Acquiror or its agents may reasonably request. (iii) Acquiror may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Acquiror; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the Merger Consideration as necessary. Acquiror may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and Acquiror will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) Acquiror may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Company shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code Merger Consideration and any cash payable upon surrender of their certificates. (v) Acquiror shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info will select a (A) Parent shall furnish to First City Transfer Company, its transfer agent, or such other bank or trust company reasonably acceptable to the Target, to act as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Target Shares owned by IBS or Info) and the Target), less such portion of the IBS Merger Consideration Parent Shares to be delivered to the holders of all of the issued and outstanding IBS Target Shares (which when added to the other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(vi) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be provided by Infowithheld from each of the Pledgees under the Escrow Agreement proportionately, and cash utilized to pay any IBS based on the Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco to which each such Pledgee is entitled pursuant to this Agreement and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Target and IBS Parent prior to Closing to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Target Shares owned by IBS or Infothe Target) for the holder to use in surrendering the certificates whichthat, immediately prior to the Effective Time, represented his or its Info Shares or IBS Target Shares against payment of the applicable Merger Consideration to which such the holder is entitled pursuant to Section 2(e)(v2(e)(ii), subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement. Upon surrender to the Exchange Agent of such these certificates, together with such the letter of transmittal, duly executed and completed in accordance with the instructions theretoletter of transmittal instructions, Holdco subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Holdco Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such the Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Parent Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the surrendered certificate so surrendered shall must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such this tax has been paid or is not applicable. In the event If any certificate representing IBS Shares, Info Target Shares or First Avenue Shares shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such a certificate to be lost, stolen or destroyed, Holdco the Exchange Agent will issue in exchange for such this lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVERexcept that, the Person to whom such this Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Parent Shares and payable to the holders of record thereof shall will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such this certificate in accordance with this Section 2(f2(e). After the surrender of a certificate in accordance with this Section 2(f2(e), the record holder thereof shall be is entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore previously had become payable with respect to the Holdco Shares or Holdco Preferred Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be is entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Parent Shares into which his or its IBS Shares, Info Shares or First Avenue Target Shares shall have been converted into the right to receiveconverted. (ixii) Holdco The Parent shall be entitled pay, or shall cause the Surviving Corporation to deduct pay, all charges and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior To exercise the Exchange Right attaching to any Bond, the Holder thereof must complete, execute and deposit at the specified office of any Exchange Agent at the Holder’s own expense at reasonable times during normal business hours (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidays) during the Exchange Period, a notice of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agent, together with the Certificate evidencing such Bond (and any certificates and other documents as may be required by applicable law) and any amount to be paid by the Bondholder pursuant to this Condition 7(B)(i). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of the surrender of the Certificate in respect of such Bond (and any other documents as may be required by applicable law), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the Effective Timerelevant authorities any taxes and capital, IBS and Info will select a bank stamp, issue, registration, documentary, transfer or trust company to act other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect thereof in such form as exchange agent the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the "EXCHANGE AGENT") hereunder. At or prior Issuer directly to the Effective Time, Holdco shall deposit with relevant authorities. If the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized Issuer fails to pay any Info Merger Consideration will Excluded Stamp Taxes, the relevant Holder shall be provided by Info, and cash utilized entitled to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior Excluded Stamp Taxes to the Effective Time, represented his or its Info Shares or IBS Shares against relevant tax authority. The Issuer covenants to reimburse each such Bondholder in respect of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which shall be payable by the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Issuer. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco shall promptly cause to be issued a certificate representing that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributionsSuch Bondholder must pay all, if any, to which such Persons are entitled, after giving effect taxes arising by reference to any required tax withholdings as provided disposal or deemed disposal of a Bond in Section 2(f)(ix). No interest will be paid or accrued on connection with the cash in lieu exercise of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco SharesExchange Rights by it. (ii) Info will cause its transfer agent Other than where a Cash Election is made by the Issuer and in respect of the Exchange Property to furnish promptly to Holdco a listwhich such Cash Election relates, the Issuer shall, as soon as practicable, and in any event not later than the Settlement Date: (a) take all necessary action to procure the transfer of a recent date, Shares and/or other Relevant Securities to exchanging Bondholders in accordance with prevailing regulations relevant to the transfer of the record holders of Info Shares and their addresses, as well as mailing labels containing and/or other Relevant Securities to exchanging Bondholders. The Issuer shall take all necessary action to procure that the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco and/or Relevant Securities are delivered to an exchanging Bondholder or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, nominee as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included provided for in the Exchange Fund Notice through CCASS (where permitted to do so under the rules, regulations and procedures of CCASS effective from time to time) within 15 Exchange Business Days after the Exchange Date. References to “Exchange Business Day” in one or more investments selected by Holdco; PROVIDEDthe definition of “Settlement Date” and this Condition 7(B)(ii) shall mean a day on which both CCASS and the share registrar and transfer office of Modern Dairy in Hong Kong are open for business for trade, HOWEVER, that the terms and conditions settlement of the investments Shares and for registration of Share transfers; and (b) procure that such documents of title and evidence of ownership of any other Exchange Property to be delivered on exercise of Exchange Rights shall be such as to permit the Exchange Agent to make prompt despatched and any payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion part of the Exchange Fund Property comprising cash to be delivered on exercise of Exchange Rights (converted if necessary into U.S. dollars at the Prevailing Rate on the relevant Exchange Date) in accordance with directions given by the relevant Bondholder in the Exchange Notice. Notwithstanding the above, if the Exchange Property has changed in whole or in part as a result of acceptance of an Offer or as a result of the compulsory acquisition of any Relevant Securities, in each case as provided in Condition 8, then the time for such delivery shall be the longer of such period set out above and the day falling five Payment Business Days after the date on which the Exchange Agent loses through investments. (v) Holdco may cause consideration is received by the Exchange Agent to pay over to Holdco any portion Issuer under the terms of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred SharesOffer or, as the case may be, the day falling five Payment Business Days following the date on which the consideration pursuant to such compulsory acquisition is received by the Issuer. Upon exercise of an Exchange Right, a Holder exchanging Bonds shall be required to represent and agree in the Exchange Notice that, at the time of signing and delivery of the Exchange Notice, it, or the person who has the beneficial interest in such Bonds, is (I) acquiring the Exchange Property (initially comprising the Shares) to be delivered upon exchange of such Bonds in an offshore transaction (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) in accordance with Rule 903 or Rule 904 of Regulation S (“Regulation S”), (II) located outside the United States and is not a U.S. person (within the meaning of Regulation S), and (III) understands that the Exchange Property to be delivered upon exchange of such Bonds has not been and will not be registered under the Securities Act and agrees that (x) if it, or such person, should offer, sell, pledge or otherwise transfer such Exchange Property, it, or such person, will do so only in compliance with the Securities Act and other applicable laws and only in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, and in accordance with any applicable securities law of any State of the United States, and (y) it and such person may not, subject to restrictions under U.S. securities laws, deposit or cause to be deposited any of such Exchange Property in the form of Shares in any unrestricted depositary receipt facility for the Shares which is existing or may be created in the United States. No Exchange Property will be delivered to a Holder or a beneficial interest therein unless such Holder satisfies the foregoing conditions. If such Holder is unable or otherwise fails to satisfy the foregoing conditions, such Holder may transfer its Exchange Property or beneficial interest therein subject to compliance with the transfer restrictions set forth in the Agency Agreement. (iii) Unless a Cash Election is made by the Issuer and in respect of the Exchange Property to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing Cash Election relates, the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on relevant Bondholder (or the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted person designated in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (Arelevant Exchange Notice) is will be treated as the owner of the pro rata share of the Exchange Property deliverable upon exchange with effect from the Exchange Date and, in respect of such First Avenue Common Shares pro rata share of the Exchange Property, will be entitled to all rights, distributions or First Avenue Preferred Sharespayments in respect of such pro rata share of the Exchange Property from the Exchange Date except voting rights. Accordingly, relevant adjustments to the Exchange Property shall be made in accordance with Conditions 7(C), 7(D), 7(E), 7(F), 7(G) and 7(J), as the case may be, free such that further Relevant Securities or other property or assets (including cash) received pursuant to such adjustment shall be added to the Exchange Property (“Additional Exchange Property”). All Exchange Property deliverable upon exchange (including the Additional Exchange Property) shall be deliverable by the Issuer only on the Settlement Date. Exchange Property delivered or to be delivered upon exercise of Exchange Rights shall rank for and clear be entitled to all dividends, interest and other income, payments and distributions and rights thereon or in respect thereof declared, paid, made or granted by reference to a record date or other due date for the establishment of liensentitlement falling on or after the relevant Exchange Date. If the record date or other due date for the establishment of the relevant entitlement for the payment of any dividend, charges interest or other income, payment or distribution or rights on or in respect of such Exchange Property falls on or after the Exchange Date but before the relevant Settlement Date (or any other date from which the relevant Bondholder is treated as the owner of, or entitled to all rights and encumbrancesentitlement to, (Bsuch Exchange Property) is an "accredited investor" (as defined in Rule 501 promulgated under with the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges effect that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have relevant Bondholder is not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect entitled to such Holdco Shares dividend, interest or Holdco Preferred Shares under other income, payment or distribution of rights, the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares.Issuer will: (viiia) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment dividends, interest or other income or distributions or rights to be paid in cash) pay, or procure the payment to, the exchanging Bondholder (or the person designated in the relevant Exchange Notice) in lieu of such dividend, interest or other income or distribution or rights, an amount equal to the amount actually received, with respect thereto, converted if necessary into U.S. dollars at the Prevailing Rate on the date of receipt thereof by the Issuer (the “Equivalent Amount”). The Issuer will pay the Equivalent Amount, or procure that it is paid, to the relevant Bondholder (or the person designated in the relevant Exchange Notice) by whichever is the later of five Payment Business Days after payment is made from of the dividend, interest or other income, payment or distribution or rights and the relevant Settlement Date; and (b) subject to the last two paragraphs of Condition 7(B)(ii), (in the case of dividends, or other income or distributions or rights satisfied or made otherwise than in cash) deliver, or procure the delivery of, the same to the relevant Bondholder (or the person designated in the relevant Exchange Notice) as soon as practicable by whichever is the later of 10 Payment Business Days after the receipt by the Issuer of such dividend or other income or distribution or rights and the relevant Settlement Date. (iv) Upon the exercise of Exchange Rights by a Bondholder on or after 24 June 2022, the Issuer may make an election (a “Cash Election”) by giving notice (a “Cash Election Notice”) to the relevant Bondholders by not later than the date (the “Cash Election Exercise Date”) falling five business days in Hong Kong following the relevant Exchange Date, with a copy to the Trustee, the Principal Agent and the Registrar, to satisfy the exercise of the Exchange FundRight in respect of the relevant Bonds, in whole or in part, and where in part, by reference to either (a) the principal amount of the Bonds in respect of which the Cash Election is being exercised (a “Principal Limit”), or (b) a maximum amount in U.S. dollars to be paid upon exercise of the Cash Election (a “Cash Limit”), by making payment, or procuring that payment is made, to the relevant Bondholder of the Cash Alternative Amount instead of delivering the pro rata share of the Exchange Agent that such tax has been paid or is not applicable. In the event Property, together with any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact other amounts payable by the Person claiming Issuer to such certificate Bondholder pursuant to these Conditions in respect of, or relating to, the relevant exercise of Exchange Rights. A Cash Election may be lost, stolen made in respect of the whole or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate any part of the applicable Merger Consideration Exchange Property that would otherwise be deliverable in respect of the relevant exercise of Exchange Rights. The relevant Cash Election Notice shall specify whether the Cash Election is in respect of the whole of such Exchange Property or any part thereof; PROVIDED, HOWEVERand if in respect of part, shall specify the Person relevant principal amount if a Principal Limit is applicable or the maximum amount payable if a Cash Limit is applicable. If a Cash Limit is applicable, then the proportion of Exchange Property subject to whom the Cash Election shall be equal to the number of Shares (or, if not available, any Relevant Security) represented by the Cash Limit divided by the Cash Alternative Amount attributable to a Share (or, if not available, any applicable Relevant Security) rounded down to the nearest whole number. The Cash Alternative Amount payable for the purposes of this Condition 7(B)(iv) where a Cash Limit is applicable shall be equal to Cash Alternative Amount attributable to a Share or a Relevant Security multiplied by the number of Shares or such Merger Consideration is paid shallRelevant Securities indicated in the foregoing sentence, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it case may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyedbe. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof Any remaining Exchange Property shall be paid delivered pursuant to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have Condition 7(B)(ii) and Condition 7(B)(iii) as if no Cash Election has been converted into the right to receive. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold made with respect to such payment under the Code or any provision of state, local or foreign Tax lawExchange Property. Any amount so deducted and withheld A Cash Election shall be treated for all purposes irrevocable. The Issuer will pay the Cash Alternative Amount, together with any other amount as aforesaid, by not later than four Payment Business Days following the last day of this Agreement as having the Cash Alternative Calculation Period (the “Cash Alternative Payment Date”) by transfer to a U.S. dollar account maintained with a bank in New York City in accordance with instructions contained in the relevant Exchange Notice. If a Bondholder would otherwise have been paid entitled to receive, in respect of the exercise of Exchange Rights, any Additional Exchange Property pursuant to Condition 7(B)(iii) in circumstances where a Cash Election is made in respect of the relevant exercise of Exchange Rights, the Issuer shall, in lieu of delivering such Additional Exchange Property, pay to the Info Stockholderrelevant Bondholder an amount (the “Further Amount”) equal to the Value of such Additional Exchange Property as at the date on which the relevant adjustment to the Exchange Property is or would be effective (the “Change Date”), IBS Stockholder and the Issuer shall pay such Further Amount, or First Avenue Stockholder from whose payment procure that such Further Amount is paid, to the Bondholder by transfer to a U.S. dollar account maintained with a bank in New York City in accordance with the instructions given by such Bondholder in the relevant Exchange Notice by not later than the latest of (a) the date falling five Payment Business Days after the Change Date, and (b) the relevant Cash Alternative Payment Date in accordance with the instructions given by the relevant Bondholder in the relevant Exchange Notice, provided that where a Cash Limit is applicable Merger Consideration such amount was deducted and withheldin respect of any Cash Election then any Additional Exchange Property shall be delivered to the Bondholder pursuant to Condition 7(B)(iii).

Procedure for Exchange. In order to exercise the exchange right provided in Section 5(a) of this Article FIFTH, a holder of shares of Series A Preferred Stock (an "Exchanging Holder") shall surrender the certificate or certificates representing the shares of Series A Preferred Stock to be exchanged, duly endorsed in blank, to the Secretary of the Corporation, accompanied by written notice addressed to the Corporation specifying the number (in whole shares) of such Exchanging Holder's shares of Series A Preferred Stock evidenced by such certificate or certificates to be exchanged and the name or names in which such Exchanging Holder wishes the certificate or certificates for New HLI Common Stock to be issued; in case such notice shall specify that New HLI Common Stock be issued in a name or names other than that of such Exchanging Holder, such notice shall be accompanied by (i) Prior a duly executed instrument of transfer satisfactory to the Effective Time, IBS Corporation and Info will select a bank or trust company sufficient to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior transfer such shares of Series A Preferred Stock to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus Corporation free of any adverse interest and (the "EXCHANGE FUND"ii) consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration all transfer or similar taxes (or evidence reasonably satisfactory to the holders Corporation demonstrating that such taxes have been paid or are not payable) payable upon the issuance of all New HLI Common Stock in such name or names. As promptly as practicable after the surrender of such shares of Series A Preferred Stock as aforesaid, but in any event not later than the issued and outstanding Info Shares (other than any Info Shares owned by IBS fifth business day after such surrender, the Corporation shall deliver or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed delivered to any Exchanging Holder, or such other person upon by Info and IBS prior to Closing to each holder the written order of issued and outstanding Info Shares such Exchanging Holder, a certificate or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) certificates for the holder to use in surrendering number of whole shares of New HLI Common Stock issuable upon the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender to the Exchange Agent exchange of such certificates, together with such letter shares of transmittal, duly executed and completed Series A Preferred Stock in accordance with the instructions thereto, Holdco shall promptly cause to be issued a certificate representing that number of whole Holdco Shares provisions hereof and a check representing the amount of any cash payment in lieu of any fractional shares and unpaid dividends and distributionsof New HLI Common Stock, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)5(c) of this Article FIFTH. No interest will be paid or accrued on The Corporation shall issue certificates for the cash balance of any remaining shares of Series A Preferred Stock in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, any case in which fewer than all of the record holders shares of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected Series A Preferred Stock represented by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Sharesare exchanged. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receive. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (i) Prior At or prior to the Effective Time, IBS and Info (A) Acquiror will select a furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Acquiror Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS Acquiror or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoCompany). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Company and IBS Acquiror prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS Acquiror or Infothe Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Acquiror shall promptly cause to be issued a certificate representing that number of whole Holdco Acquiror Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Acquiror Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Company Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDEDprovided, HOWEVERhowever, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Acquiror Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f2(e). After the surrender of a certificate in accordance with this Section 2(f2(e), 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 the Holdco Shares or Holdco Preferred Acquiror Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Acquiror Shares into which his or its IBS Shares, Info Shares or First Avenue Company Shares shall have been converted into the right to receive. (ixii) Holdco The Company will cause its transfer agent to furnish promptly to Acquiror a list, as of a recent date, of the record holders of Company Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and lists of security positions of Company Shares held in stock depositories. The Company will furnish Acquiror with such additional information (including, but not limited to, updated lists of holders of Company Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Acquiror or its agents may reasonably request. (iii) Acquiror may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Acquiror; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the Merger Consideration as necessary. Acquiror may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and Acquiror will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) Acquiror may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Company shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code Merger Consideration and any cash payable upon surrender of their certificates. (v) Acquiror shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to the Effective TimeClosing Date, IBS and Info will Parent shall select a bank or trust company to act Continental Stock Transfer, Inc. as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunderto act in such capacity in connection with the Merger. At or prior to As of the Effective TimeDate, Holdco Parent shall deposit with the Exchange Agent a corpus Agent, for the benefit of the holders of shares of Company Stock (the "EXCHANGE FUNDShareholders") consisting ), for exchange in accordance with this Article II and the Plan of Holdco Shares Merger, certificates representing the shares of Parent Common Stock to be issued as Merger Consideration, if any, and cash sufficient certificates representing the Parent Warrants contemplated to permit be issued as Warrant Consideration (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and such Parent Warrants being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Date, the Exchange Agent shall mail to make full payment each holder of record of a certificate or certificates which immediately before the Info Merger Consideration to the holders of all of the Effective Date represented issued and outstanding Info Shares shares of Company Stock (other than any Info Shares owned by IBS or Infocollectively, the "Old Certificates") and to each holder of the IBS Merger Consideration to the holders record of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS a certificate or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following certificates which immediately before the Effective TimeDate represented outstanding Company Warrants (collectively, Holdco will cause the Exchange Agent to mail "Old Warrants"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates and Old Warrants shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Old Certificates and Old Warrants 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 such certificatesOld Certificates and Old Warrants in exchange for certificates representing Merger Consideration and Warrant Consideration, as the case may be. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a certificate representing that number of whole Holdco Shares and a check representing the amount shares of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to Parent Common Stock which such Persons holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Stock which are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued not registered on the cash in lieu transfer records of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date on and after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateDate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into represent only the right to receivereceive upon such surrender a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to this Article II and the Plan of Merger. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (a) Immediately after the Cortelco Effective Time, CIDCO Effective Time, and SLL Effective Time, as applicable, GraphOn shall deposit with American Stock Transfer & Trust Company, or such other exchange agent selected by GraphOn and reasonably acceptable to the Affiliated Companies, (the "Exchange Agent") for the benefit of the holders of Affiliated Company Shares, (i) Prior to certificates representing the Effective TimeGraphOn Shares that make up the Merger Shares, IBS and Info will select a bank or trust company to act calculated as exchange agent follows: the sum of (x) the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment product of the Info Merger Consideration to Cortelco Conversion Ratio multiplied by the holders number of all of the issued and outstanding Info Cortelco Shares (other than any Info Shares owned by IBS or InfoDissenting Shares) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS immediately prior to the Cortelco Effective Time, (y) the product of the CIDCO Conversion Ratio multiplied by the number of CIDCO Shares (other than any IBS Shares owned by IBS or Info). Cash utilized Dissenting Shares) issued and outstanding immediately prior to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the CIDCO Effective Time, Holdco will and (z) the product of the SLL Conversion Ratio multiplied by the number of SLL Shares (other than any Dissenting Shares) issued and outstanding immediately prior to the SLL Effective Time, and, (ii) any dividends or other distributions with respect to GraphOn Shares with a record date at or after the Cortelco Effective Time, CIDCO Effective Time, and SLL Effective Time, as applicable, (such certificates for GraphOn Shares, together with the amount of any dividends or other distributions payable with respect thereto, are referred to as the "Exchange Fund") in exchange for Affiliated Company Shares outstanding immediately prior to the Cortelco Effective Time, CIDCO Effective Time, and SLL Effective Time, respectively, and upon due surrender of certificates representing the Affiliated Company Shares pursuant to this Article II. (b) Promptly after the Cortelco Effective Date, CIDCO Effective Date, and SLL Effective Date, respectively, GraphOn shall cause the Exchange Agent to mail to each record holder of Affiliated Company Shares (other than Dissenting Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the certificates representing Affiliated Company Shares shall pass, only upon delivery of such certificates (with 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 GraphOn and the Exchange Agent may reasonably agree, and (ii) instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering effecting the surrender of the certificates which, immediately prior to the Effective Time, represented his or its Info representing Affiliated Company Shares or IBS in exchange for (A) certificates representing GraphOn Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)and (B) any unpaid dividends and other distributions thereon. Upon surrender of a certificate representing Affiliated Company Shares for cancellation to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed executed, the holder of such certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor (x) a certificate representing that number of whole Holdco GraphOn Shares that such holder is entitled to receive pursuant to this Article II, and (y) a check representing in the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, (after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings) of any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article II, and the certificate representing the Affiliated Company Shares will be canceled. No interest will be paid or accrued on any amounts payable upon due surrender of the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco certificates representing Affiliated Company Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as . In the event of a recent date, transfer of ownership of Affiliated Company Shares that is not registered in the transfer records of the record holders appropriate Affiliated Company, a certificate representing the proper number of Info Shares and their addressesGraphOn Shares, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco together with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent a check for any cash to furnish promptly to Holdco a list, as of a recent date, be paid upon due surrender of the record holders of IBS Shares and their addresses, as well as mailing labels containing certificate representing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investmentsAffiliated Company Shares, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco other dividends or distributions in respect thereof may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior issued and/or paid to such escheat being required under applicable law and transferee if the certificate formerly representing such Affiliated Company Shares is presented to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver accompanied by all documents required to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, evidence and effect such transfer and to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of evidence that any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares applicable stock transfer taxes have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco paid. If any certificate for GraphOn Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include in a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person name other than the registered holder of that in which the certificate surrenderedsurrendered for exchange therefor is registered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and exchange that the Person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment to issuance of certificates for GraphOn Shares in a Person name other than that of the registered holder of the certificate surrendered surrendered, or shall establish to the reasonable satisfaction of Holdco GraphOn or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. (c) GraphOn shall not pay any dividend or make any distribution on GraphOn Shares, with a record date at or after the Cortelco Effective Time, CIDCO Effective Time, or SLL Effective Time, to any record holder of Affiliated Company Shares unless and until the holder surrenders for exchange the stock certificate or certificates that formerly represented the holder's Affiliated Company Shares. GraphOn instead shall pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending the surrender and exchange. No holder of Affiliated Company Shares shall be entitled to any interest or earnings on the dividend or distribution held in trust by the Exchange Agent pending receipt thereof by the holder upon surrender for exchange of the Affiliated Company Share certificates. (d) In the event any certificate representing IBS Shares, Info Shares or First Avenue Affiliated Company Shares shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that such fact by the Person claiming such certificate to be has been lost, stolen stolen, or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVERand if required by GraphOn, the posting by such Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco of a bond in such sum customary amount as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it indemnity against any claim that may be made against Holdco it with respect to such certificate, the Exchange Agent will issue in exchange for such documentation of the lost, stolen, or destroyed certificate, the GraphOn Shares and any unpaid dividends or other distributions in respect thereof. (e) GraphOn may terminate the Exchange Fund and cause the Exchange Agent to return any GraphOn Shares and dividends and distributions thereon remaining unclaimed 180 days after the Closing Date, and thereafter each remaining record holder of Affiliated Company Shares who has not surrendered for exchange the certificates representing the Affiliated Company Shares shall be entitled to look to GraphOn (subject to abandoned property, escheat, and other similar Laws) as a general creditor thereof with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred GraphOn Shares and payable dividends and distributions thereon to which the holders holder is entitled upon surrendering for exchange the stock certificate or certificates that formerly represented the holder's Affiliated Company Shares. Notwithstanding the foregoing, none of record thereof GraphOn, the Cortelco Surviving Corporation, CIDCO Surviving Corporation, SLL Surviving Corporation, or the Exchange Agent shall be paid liable to the any former holder of Affiliated Company Shares for any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of amounts properly delivered to a certificate in accordance with this Section 2(f)public official pursuant to applicable abandoned property, the record holder thereof shall be entitled to receive any such dividends escheat, or other distributions, without any interest thereon, which theretofore had become payable with respect to the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receivesimilar Laws. (ixf) Holdco GraphOn shall be entitled to deduct pay all fees, expenses, and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment other charges of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to the Effective Time, IBS Acquiror and Info Company will select a bank or trust company to act as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunder. At or prior to the Effective Time, Holdco Acquiror shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info applicable Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by InfoCompany Capital Stock, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Acquiror will cause the Exchange Agent to mail or deliver a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info Acquiror and IBS Company prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) Company Capital Stock for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Shares Company Capital Stock against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v§ 2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Acquiror shall promptly cause to be issued a certificate representing that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco Acquiror or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares Company Capital Stock 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDEDprovided, HOWEVERhowever, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco Acquiror a bond or undertaking in such sum as it may direct or otherwise indemnify Holdco Acquiror in a manner reasonably satisfactory to it against any claim that may be made against Holdco Acquiror with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f§ 2(e). After the surrender of a certificate in accordance with this Section 2(f§ 2(e), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares Company Capital Stock shall have been converted into the right to receive. (ixii) Holdco Company will furnish promptly to Acquiror a list, as of a recent date, of the record holders of Company Shares and Company Preferred Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and Company Preferred Shares. Company will furnish Acquiror with such additional information (including, but not limited to, updated lists of holders of Company Shares and Company Preferred Shares and their addresses and mailing labels) and such other assistance as Acquiror or its agents may reasonably request. (iii) Acquiror may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Acquiror; provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the Merger Consideration as necessary. Acquiror may cause the Exchange Agent to pay over to Acquiror any net earnings with respect to the investments, and Acquiror will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) Acquiror may cause the Exchange Agent to pay over to Acquiror any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Company shall be entitled to deduct look to Acquiror (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code or Merger Consideration and any provision cash payable upon surrender of state, local or foreign Tax law. Any amount so deducted their certificates. (v) Acquiror shall pay all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted Exchange Agent; provided that if a Closing does not occur, Acquiror and withheldCompany shall split equally any charges and expenses of the Exchange Agent.

Procedure for Exchange. (i) Prior At or prior to the Effective Time, IBS and Info (A) Acquiror will select a furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Acquiror Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS Acquiror or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoCompany). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Company and IBS Acquiror prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS Acquiror or Infothe Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(vtoss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Acquiror shall promptly cause to be issued a certificate representing that number of whole Holdco Acquiror Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Acquiror Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Company Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Acquiror Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(fss.2(e). After the surrender of a certificate in accordance with this Section 2(fss.2(e), 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 the Holdco Shares or Holdco Preferred Acquiror Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Acquiror Shares into which his or its IBS Shares, Info Shares or First Avenue Company Shares shall have been converted into the right to receive. (ixii) Holdco The Company will cause its transfer agent to furnish promptly to Acquiror a list, as of a recent date, of the record holders of Company Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and lists of security positions of Company Shares held in stock depositories. The Company will furnish Acquiror with such additional information (including, but not limited to, updated lists of holders of Company Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Acquiror or its agents may reasonably request. (iii) Acquiror may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Acquiror; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the Merger Consideration as necessary. Acquiror may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and Acquiror will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) Acquiror may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Company shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code Merger Consideration and any cash payable upon surrender of their certificates. (v) Acquiror shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (ia) Prior to Immediately after the Effective Time, IBS and Info will select a (A) Parent shall furnish to StockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to Company to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time“Exchange Agent”), Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND"“Exchange Fund”) consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS or Info) and Company), less the amount in cash equal to 10% of the IBS Total Merger Consideration Consideration, which amount (the “Escrowed Consideration”) will be withheld from the amounts otherwise to be delivered to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Preferred Stock as Merger Consideration will to which each such holder of Preferred Stock would, but for this Section 2.5(a), be provided by Infoentitled to be delivered pursuant to this Agreement, pro rata in proportion to the respective amount otherwise so deliverable and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info Company and IBS Parent prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS or InfoCompany) that is entitled to receive any Merger Consideration for the holder to use in surrendering the certificates whichthat, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such the holder is entitled pursuant to Section 2(e)(v2.4(f), subject to the escrow of the Escrowed Consideration pursuant to the Escrow Agreement. Notwithstanding the withholding of the Escrowed Consideration and deposit thereof with the Escrow Agent pursuant to Section 2.6(a), each Preferred Stockholder shall, for all purposes of Section 2.4, be deemed to have received its pro rata share of such Escrowed Consideration so withheld and deposited. Upon surrender to the Exchange Agent of such these certificates, together with such the letter of transmittal, duly executed and completed in accordance with the instructions theretoletter of transmittal instructions, Holdco subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, Merger Consideration (after giving effect to any required tax withholdings as provided in Section 2(f)(ixand the withholding of the Escrowed Consideration). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, any amounts payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record former holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositoriesCompany Shares. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the surrendered certificate so surrendered shall must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such this tax has been paid or is not applicable. In the event If any certificate representing IBS Shares, Info Company Shares or First Avenue Shares shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such a certificate to be lost, stolen or destroyed, Holdco the Exchange Agent will issue in exchange for such this lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, thereof except that the Person to whom such this Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receive. (ixb) Holdco Parent shall be entitled pay, or shall cause the Surviving Corporation to deduct pay, all charges and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) the Purchaser will select a furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Purchaser Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Per Share Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Shares Purchaser-owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoShares). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following (B) the Effective Time, Holdco Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by Info the Target and IBS prior to Closing the Purchaser to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Shares Purchaser-owned by IBS or InfoShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Info Shares or IBS Target Shares against payment of the applicable Per Share Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Holdco Purchaser Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositoriesPurchaser shares. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Per Share Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such the Per Share Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Purchaser Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f2(e). After the surrender of a certificate in accordance with this Section 2(f2(e), 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 the Holdco Shares or Holdco Preferred Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Purchaser Shares into which his or its IBS Shares, Info Shares or First Avenue Target Shares shall have been converted into the right to receiveconverted. (ixii) Holdco The Target will cause its transfer agent to furnish promptly to the Purchaser Subsidiary a list, as of a recent date, of the record holders of Target Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Target Shares and lists of security positions of Target Shares held in stock depositories. The Target will furnish the Purchaser Subsidiary with such additional information (including, but not limited to, updated lists of holders of Target Shares and their addresses, mailing labels and lists of security positions) and such other assistance as the Purchaser or the Purchaser Subsidiary or their agents may reasonably request. (iii) The Purchaser may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by the Purchaser; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the Per Share Merger Consideration as necessary. The Purchaser may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and the Purchaser will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) The Purchaser may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Target shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code cash payable upon surrender of their certificates. (v) The Purchaser shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to the Effective TimeClosing Date, IBS and Info will Parent shall select a bank or trust company to act as an exchange agent (the "EXCHANGE AGENTExchange Agent") hereunderreasonably satisfactory to Company to act in such capacity in connection with the Merger. At or prior to As of the Effective Time, Holdco Parent shall deposit with the Exchange Agent a corpus Agent, for the benefit of the holders of shares of Company Common Stock (the "EXCHANGE FUNDStockholders") consisting ), for exchange in accordance with this Article II and the Plan of Holdco Shares and cash sufficient Merger, certificates representing the shares of Parent Common Stock contemplated to permit the Exchange Agent to make full payment of the Info be issued as Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than which shares of Parent Common Stock, together with any Info Shares owned by IBS dividends or Info) and of distributions with respect thereto, being hereinafter referred to as the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info"Exchange Fund"). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following As soon as practicable after the Effective Time but in no event later than twenty (20) Business Days after the Effective Time, Holdco will cause the Exchange Agent shall mail to mail each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Old 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 such certificatesOld Certificates in exchange for certificates representing Merger Shares. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a certificate representing that number of whole Holdco Shares and a check representing the amount shares of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to Parent Common Stock which such Persons holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued not registered on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, records of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date on and after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateTime, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into represent only the right to receivereceive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock as contemplated by this Article II and the Plan of Merger. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.

Procedure for Exchange. (i) Prior To exercise the Exchange Right attaching to any Note, the Effective Timeholder thereof must complete, IBS execute and Info will select deposit at his own expense during normal business hours during the Exchange Period at the specified office of any Exchange Agent, a bank or trust company notice of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agent, together with the Certificate evidencing such Note (and any certificates and other documents as may be required by applicable law) and any amount to act as exchange agent be paid by the Noteholder pursuant to this Condition 6(b)(i). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Notes only. Subject to Condition 6(m), the Exchange Date in respect of a Note (the "EXCHANGE AGENT"“Exchange Date”) hereunder. At or prior will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of the surrender of the Certificate in respect of such Note, due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the Effective Time, Holdco shall deposit giving of any indemnity to be given under these Conditions in connection with the exercise of such Exchange Agent a corpus (Right or, in the "EXCHANGE FUND") consisting case of Holdco Shares and cash sufficient an election by the Trustee to permit exercise the Exchange Agent Rights pursuant to make full payment Condition 6(m), the relevant date fixed for redemption. A Noteholder or the Trustee exercising Exchange Rights must pay (in the case of the Info Merger Consideration Trustee, by way of deduction from the proceeds pursuant to Condition 6(m)) any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the holders transfer, delivery or other disposition of all Exchange Property arising or exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity in respect thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Republic of the issued and outstanding Info Shares (Philippines or any other than jurisdiction in which the register in respect of any Info Shares owned securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated which shall be payable by IBS or Info) and of the IBS Merger Consideration to Issuer. If the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized Issuer shall fail to pay any Info Merger Consideration will be provided by Infosuch Stamp Taxes, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each relevant holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco shall promptly cause to be issued a certificate representing that number of whole Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Sharesor, as the case may be, the Trustee shall be entitled to which tender and pay the same. The Issuer, as a separate and independent stipulation, covenants to reimburse each such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred SharesNoteholder or, as the case may be, the Trustee in respect of the payment of such Stamp Taxes and any penalties payable in respect thereof which shall be payable by the Issuer. Such Noteholder or, as the case may be, the Trustee must pay to the Exchange Agent (in the case of the Trustee, by way of deduction as aforesaid) all, if any, taxes arising by reference to any disposal or deemed disposal of a Note in connection with the exercise of Exchange Rights. (ii) As soon as practicable, and in any event not later than the Settlement Date: (1) the Issuer and the Guarantor shall procure, in the case of PLDT Shares and/or any other Relevant Securities comprising the relevant pro rata share of the Exchange Property which are deposited with a Depository System, the delivery of such PLDT Shares and/or other Relevant Securities, in each case, through and in accordance with the laws and regulations applicable to such Depository System, to the Securities Account designated for the purpose in the relevant Exchange Notice; (2) the Issuer and the Guarantor shall procure, in the case of PLDT Shares and/or any other Relevant Securities comprising the relevant pro rata share of the Exchange Property that are not deposited in a clearing system and are only available in physical form, that duly stamped forms of transfer and share certificates together with all other documents of title and evidence of ownership and all other documents necessary to transfer the PLDT Shares and/or other Relevant Securities to be delivered or transferred on exchange into such name (subject to any relevant provisions of the Trust Deed and the Agency Agreement) as the Noteholder shall direct, will be despatched by mail, free of charge (but uninsured and clear at the risk of liensthe person entitled thereto) to such address as the Noteholder may request (as specified in the relevant Exchange Notice); (3) the Issuer and the Guarantor shall procure that such documents of title and evidence of ownership of any other Exchange Property to be delivered on exercise of Exchange Rights shall be despatched and the payment of any part of the Exchange Property comprising cash to be delivered on exercise of Exchange Rights (converted if necessary into U.S. dollars at the Prevailing Rate on the relevant Exchange Date) in accordance with directions given by the relevant Noteholder in the Exchange Notice. Notwithstanding the above, charges if the Exchange Property has changed in whole or in part as a result of acceptance of an Offer or as a result of the compulsory acquisition of any Relevant Securities, in each case as provided in Condition 7, then the time for such delivery shall be the longer of such period set out above and encumbrancesthe day falling five Payment Business Days after the date on which the consideration is received by the Issuer under the terms of the Offer or, as the case may be, the day falling five Payment Business Days following the date on which the consideration pursuant to such compulsory acquisition is received by the Issuer. If, at any time when the transfer or delivery of any Exchange Property (Bother than cash) is required, such transfer or delivery would, as certified to the Trustee by two Directors of the Issuer or the Guarantor, be unlawful under the laws of any applicable jurisdiction or contrary to any official declaration, order, directive or regulation in any applicable jurisdiction, the Issuer will make a cash payment equal to the Cash Settlement Amount in respect of the relevant pro rata share of the Exchange Property. The Issuer (failing whom the Guarantor) will pay any such amount to the relevant Noteholders or, as the case may be, the Trustee, not later than 10 Payment Business Days after the relevant Settlement Date. Upon exercise of an "accredited investor" Exchange Right, a holder exchanging Notes shall be required to represent and agree in the Exchange Notice that, at the time of signing and delivery of the Exchange Notice, it, or the person who has the beneficial interest in such Notes, is (a) acquiring the Exchange Property (initially comprising the Shares) to be delivered upon exchange of such Notes in an offshore transaction (as defined in Rule 501 promulgated Regulation S under the U.S. Securities Act or a "qualified institutional buyer" of 1933 (as defined in Rule 144A promulgated under the “Securities Act”)) in accordance with Rule 903 or Rule 904 of Regulation S (“Regulation S”), (b) located outside the United States and is not a U.S. person (within the meaning of Regulation S), and (Cc) acknowledges understands that the Holdco Shares or Holdco Preferred Shares into which Exchange Property to be delivered upon exchange of such First Avenue Stockholder's First Avenue Shares have been converted have Notes has not been and will not be registered under the Securities Act and cannot be transferred agrees that (i) if it, or such person, should offer, sell, pledge or otherwise transfer such Exchange Property, it, or such person, will do so only in the absence of an effective registration statement compliance with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act and other applicable laws and only in an offshore transaction in accordance with Rule 903 or an exemption from registration. It is acknowledged that Rule 904 of Regulation S, and in accordance with any applicable securities law of any State of the certificates for Holdco Shares United States, and Holdco Preferred Shares (ii) it and such person may not, subject to restrictions under U.S. securities laws and Philippine securities laws, deposit or cause to be issued deposited any of such Exchange Property in the form of Shares in any unrestricted depositary receipt facility for the Shares which is existing or may be created in the United States. No Exchange Property will be delivered to each First Avenue Stockholder shall include a legend holder of Notes or a beneficial interest therein unless such holder satisfies the foregoing conditions. If such holder is unable or otherwise fails to satisfy the effect foregoing conditions, such holder may transfer its Exchange Property or beneficial interest therein subject to compliance with the transfer restrictions set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred SharesAgency Agreement. (viiiiii) If payment is The relevant Noteholder (or the person designated in the relevant Exchange Notice) will be treated as the owner of the pro rata share of the Exchange Property deliverable upon exchange with effect from the Exchange Date and, in respect of such pro rata share of the Exchange Property, will be entitled to all rights, distributions or payments in respect of such pro rata share of the Exchange Property from the Exchange Date except voting rights. Accordingly, relevant adjustments to the Exchange Property shall be made in accordance with Conditions 6(c), (d), (e), (f), (g) and (j), as the case may be, such that further Relevant Securities or other property or assets (including cash) received pursuant to such adjustment shall be added to the Exchange Property (“Additional Exchange Property”). All Exchange Property deliverable upon exchange (including the Additional Exchange Property) shall be deliverable by the Issuer only on the Settlement Date. The “Effective Date” of a Rights Issue or any Sub-divisions, Consolidation or Redenomination or Relevant Event shall be the completion date of such event where cash, Securities and/or other property has been received by and/or credited into the relevant accounts of the person(s) entitled to receive the same. Any Exchange Property delivered on exercise of Exchange Rights shall not include any dividends or other income thereon or other distributions or rights in respect thereof, declared, paid or made by reference to a record date or other due date for the establishment of the relevant entitlement falling prior to the relevant Exchange Date. Exchange Property delivered or to be delivered upon exercise of Exchange Rights shall rank for and be entitled to all dividends, interest and other income, payments and distributions and rights thereon or in respect thereof declared, paid, made pursuant to Section 2(f)(i) or granted by reference to a Person record date or other than due date for the registered holder establishment of entitlement falling on or after the relevant Exchange Date. lf the record date or other due date for the establishment of the certificate surrenderedrelevant entitlement for the payment of any dividend, it shall be a condition interest or other income, payment or distribution or rights on or in respect of such payment Exchange Property falls on or after the Exchange Date but before the relevant Settlement Date (or any other date from which the relevant Noteholder is treated as the owner of, or entitled to all rights and entitlement to, such Exchange Property) with the effect that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting relevant Noteholder is not entitled to such payment shall pay any transfer dividend, interest or other taxes required by reason income, payment or distribution of rights, the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or Issuer will: (a) (in the case of payment dividends, interest or other income or distributions or rights to be made from paid in cash) pay, or procure the payment to, the exchanging Noteholder (or the person designated in the relevant Exchange FundNotice) in lieu of such dividend, interest or other income or distribution or rights, an amount equal to the Exchange Agent that such tax has been paid or is not applicable. In amount actually received, with respect thereto, converted if necessary into U.S. dollars at the event any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lost, stolen or destroyed, upon Prevailing Rate on the making date of an affidavit of that fact receipt thereof by the Person claiming such certificate to be lostIssuer (the “Equivalent Amount”). The Issuer will pay the Equivalent Amount, stolen or destroyedprocure that it is paid, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the relevant Noteholder (or the person designated in the relevant Exchange Notice) by whichever is the later of five Payment Business Days after payment thereofis made of the dividend, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends interest or other distributions having a record date after income, payment or distribution or rights and the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into the right to receive. (ix) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Consideration such amount was deducted and withheld.relevant Settlement Date; and

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) the Purchaser will select a furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Purchaser Shares -------------- ------------- and cash sufficient to permit the Exchange Agent to make full payment of the Info Per Share Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Shares Purchaser-owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoShares). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following (B) the Effective Time, Holdco Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by Info the Target and IBS prior to Closing the Purchaser to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Shares Purchaser-owned by IBS or InfoShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Info Shares or IBS Target Shares against payment of the applicable Per Share Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Holdco Purchaser Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix)withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Purchaser Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco the Surviving Corporation or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares 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, Holdco the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Per Share Merger Consideration deliverable in respect thereof; PROVIDEDprovided, HOWEVERhowever, the -------- ------- Person to whom such the Per Share Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify Holdco the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against Holdco the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date declared after the Effective Time with respect to Holdco Shares or Holdco Preferred Purchaser Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f(S)2(e). After the surrender of a certificate in accordance with this Section 2(f(S)2(e), 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 the Holdco Shares or Holdco Preferred Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Holdco Shares or Holdco Preferred Purchaser Shares into which his or its IBS Shares, Info Shares or First Avenue Target Shares shall have been converted into the right to receiveconverted. (ixii) Holdco The Target will cause its transfer agent to furnish promptly to the Purchaser Subsidiary a list, as of a recent date, of the record holders of Target Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Target Shares and lists of security positions of Target Shares held in stock depositories. The Target will furnish the Purchaser Subsidiary with such additional information (including, but not limited to, updated lists of holders of Target Shares and their addresses, mailing labels and lists of security positions) and such other assistance as the Purchaser or the Purchaser Subsidiary or their agents may reasonably request. (iii) The Purchaser may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by the Purchaser; provided, however, that the terms and conditions of the ----------------- investments shall be such as to permit the Exchange Agent to make prompt payment of the Per Share Merger Consideration as necessary. The Purchaser may cause the Exchange Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and the Purchaser will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (iv) The Purchaser may cause the Exchange Agent to pay over to the Surviving Corporation any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of the Target shall be entitled to deduct look to the Surviving Corporation (subject to abandoned property, escheat and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts other similar laws) as it is required to deduct and withhold general creditors thereof with respect to such payment under the Code cash payable upon surrender of their certificates. (v) The Purchaser shall pay, or any provision of stateshall cause the Surviving Corporation to pay, local or foreign Tax law. Any amount so deducted all charges and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment expenses of the applicable Merger Consideration such amount was deducted and withheldExchange Agent.

Procedure for Exchange. (i) Prior to As soon as practicable after the Effective Time, IBS and Info will select a bank or trust company to act as exchange agent counsel for Parent (the "EXCHANGE AGENT"?Exchange Agent?) hereunder. At shall mail or prior deliver to each holder of record of a certificate or certificates which immediately before the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the Time represented issued and outstanding Info Shares shares of Company Common Stock (other than any Info Shares owned by IBS or Infocollectively, the ?Old Certificates?): (i) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Old 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 such certificatesOld Certificates in exchange for the Merger Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a certificate representing that number of whole Holdco Shares shares of Parent Common Stock representing the Stock Consideration and a check representing payable to such holder for the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to Cash Consideration which such Persons holder has the right to receive pursuant to the provisions of this Article II, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued not registered on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares. (ii) Info will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, records of the record holders of Info Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Info Shares and lists of security positions of Info Shares held in stock depositories. Info will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of Info Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iii) IBS will cause its transfer agent to furnish promptly to Holdco a list, as of a recent date, of the record holders of IBS Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of IBS Shares and lists of security positions of IBS Shares held in stock depositories. IBS will furnish Holdco with such additional information (including, but not limited to, updated lists of holders of IBS Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Holdco or its agents may reasonably request. (iv) Holdco may cause the Exchange Agent to invest the cash included in the Exchange Fund in one or more investments selected by Holdco; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payment of the applicable Merger Consideration as necessary. Holdco may cause the Exchange Agent to pay over to Holdco any net earnings with respect to the investments, and Holdco will replace promptly any portion of the Exchange Fund which the Exchange Agent loses through investments. (v) Holdco may cause the Exchange Agent to pay over to Holdco any portion of the Exchange Fund (including any earnings thereon) remaining 180 days after the Effective Time, and thereafter all former stockholders of Info and IBS shall be entitled to look to Holdco (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the applicable Merger Consideration and any cash payable upon surrender of their certificates. To the extent that property would escheat under applicable law, it shall, immediately prior to such escheat being required under applicable law and to the extent permissible under applicable law, become the property of Holdco, free and clear of all claims of former stockholders of Info or IBS. (vi) Holdco shall pay all charges and expenses of the Exchange Agent. (vii) At or as soon as practicable following the Effective Time, Holdco shall deliver to each First Avenue Stockholder the number of Holdco Shares or Holdco Preferred Shares, as the case may be, to which such First Avenue Stockholder is entitled pursuant to Section 2(e)(v)(C) and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix), on the condition that such First Avenue Stockholder shall have surrendered to Holdco certificates representing the First Avenue Common Shares or First Avenue Preferred Shares converted in the FAV Merger and shall have delivered to Holdco a certificate in form and substance reasonably satisfactory to Holdco to the effect that such First Avenue Stockholder (A) is the owner of such First Avenue Common Shares or First Avenue Preferred Shares, as the case may be, free and clear of liens, charges and encumbrances, (B) is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act or a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) and (C) acknowledges that the Holdco Shares or Holdco Preferred Shares into which such First Avenue Stockholder's First Avenue Shares have been converted have not been registered under the Securities Act and cannot be transferred in the absence of an effective registration statement with respect to such Holdco Shares or Holdco Preferred Shares under the Securities Act or an exemption from registration. It is acknowledged that the certificates for Holdco Shares and Holdco Preferred Shares to be issued to each First Avenue Stockholder shall include a legend to the effect set forth in clause (C) above. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco Shares or Holdco Preferred Shares. (viii) If payment is to be made pursuant to Section 2(f)(i) to a Person other than the registered holder of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Holdco or (in the case of payment to be made from the Exchange Fund) the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing IBS Shares, Info Shares or First Avenue Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a), stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, Holdco will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Holdco a bond in such sum as it may direct or otherwise indemnify Holdco in a manner reasonably satisfactory to it against any claim that may be made against Holdco with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions having a record date on and after the Effective Time with respect to Holdco Shares or Holdco Preferred Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Section 2(f). After the surrender of a certificate in accordance with this Section 2(f), 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 the Holdco Shares or Holdco Preferred Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateTime, to vote the Holdco Shares or Holdco Preferred Shares into which his or its IBS Shares, Info Shares or First Avenue Shares shall have been converted into represent only the right to receive. receive upon such surrender (ixx) Holdco shall be entitled to deduct and withhold from the applicable Merger Consideration otherwise payable to any Info Stockholder, IBS Stockholder or First Avenue Stockholder such amounts as it is required to deduct and withhold with certificate representing full shares of Parent Common Stock in respect to such payment under the Code or any provision of state, local or foreign Tax law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Info Stockholder, IBS Stockholder or First Avenue Stockholder from whose payment of the applicable Merger Stock Compensation; (y) cash in lieu of fractional shares of Parent Common Stock in respect of the Stock Compensation (as hereinafter provided) and (z) the Cash Consideration such per share in the amount was deducted and withheldprovided for in Section 2.1(d)(i) above.