Common use of SHARE CERTIFICATES IN THE MERGER Clause in Contracts

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIME, each LEADER SHAREHOLDER shall surrender to the PARENT COMPANY the certificates formerly evidencing the LEADER SHARES cancelled and extinguished as a result of the MERGER (collectively, the "CERTIFICATES" and individually, a "CERTIFICATE"). Upon surrender of a CERTIFICATE for cancellation, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the per share merger consideration to which the holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATE, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT. (b) In the event that any holder of LEADER SHARES cancelled and extinguished in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which evidences such LEADER SHARES, FDFC, in the absence of actual notice that any LEADER SHARES theretofore evidenced by any such CERTIFICATE have been acquired by a bona fide purchaser, shall deliver to such holder the consideration to which such holder is entitled in accordance with the provisions of this AGREEMENT upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC that any such CERTIFICATE has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC to indemnify and hold FDFC harmless; and (iii) Evidence to the reasonable satisfaction of FDFC that such person is the owner of the LEADER SHARES theretofore represented by each CERTIFICATE claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE for exchange pursuant to this AGREEMENT. (c) Until surrendered in accordance with the provisions of this Section 2.04, each CERTIFICATE shall represent for all purposes only the right to receive the cash consideration determined pursuant to this AGREEMENT. No payment shall be delivered by FDFC to any former holder of LEADER SHARES in accordance with this AGREEMENT until such holder shall have complied with this Section 2.04.

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIMEEffective Time, Camco shall mail to each LEADER SHAREHOLDER shall holder of record of CFKY Shares a form letter of transmittal (the "Transmittal Letter") including instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES CFKY Shares cancelled and extinguished as a result of the MERGER Corporate Merger (collectively, the "CERTIFICATESCertificates" and individually, a the "CERTIFICATECertificate"). The Transmittal Letter shall specify that the risk of loss and title to Certificates shall pass only upon delivery of the Certificates as specified in the Transmittal Letter. Upon surrender of a CERTIFICATE Certificate for cancellation, together with such Transmittal Letter, duly executed, the holder of such CERTIFICATE Certificate shall be entitled to receive in exchange therefor the per share merger consideration to which the holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATEPer Share Merger Consideration, and the CERTIFICATE Certificate so surrendered shall thereafter be cancelled forthwith. FDFC Camco may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT2.01. (b) In the event that any holder of LEADER SHARES cancelled and extinguished in accordance with this AGREEMENT CFKY Shares is unable to deliver the CERTIFICATE which evidences such LEADER SHARESCertificate, FDFCCamco, in the absence of actual notice that any LEADER SHARES CFKY Shares theretofore evidenced represented by any such CERTIFICATE Certificate have been acquired by a bona fide purchaser, shall deliver to such holder the consideration Per Share Merger Consideration to which such holder is entitled in accordance with the provisions of this AGREEMENT Agreement upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC Camco that any such CERTIFICATE Certificate has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC Camco to indemnify and hold FDFC Camco and the exchange agent harmless; and (iii) Evidence to the reasonable satisfaction of FDFC Camco that such person is the owner of the LEADER SHARES CFKY Shares theretofore represented by each CERTIFICATE Certificate claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE Certificate for exchange pursuant to this AGREEMENTAgreement. (c) In the event that delivery of the Per Share Merger Consideration provided for herein is to be made to a person other than the person in whose name the Certificate surrendered is registered, the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of Camco that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.01, each CERTIFICATE Certificate shall represent for all purposes only the right to receive the cash Per Share Merger Consideration. (d) No dividends or other distributions declared after the Effective Time with respect to Camco shares and payable to the holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate. After the subsequent surrender and exchange of a Certificate, 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 Camco Shares represented by such Certificate. (e) No consideration determined pursuant to this AGREEMENT. No payment provided for herein shall be delivered by FDFC Camco to any former holder of LEADER SHARES CFKY Shares in accordance with this AGREEMENT Agreement until such holder shall have complied with this Section 2.042.01. (f) Any portion of the cash delivered to the exchange agent by Camco for payment of the Per Share Merger Consideration that remains unclaimed by the shareholders of CFKY for one year after the Effective Time shall be returned to Camco. Any shareholders of CFKY who have not theretofore complied with this Section 2.01 shall thereafter look only to Camco for the Per Share Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any governmental entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Camco (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the exchange agent nor any party to this Agreement shall be liable to any holder of any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Camco and the exchange agent shall be entitled to rely upon the stock transfer books of CFKY to establish the identity of those persons entitled to receive the Per Share Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of CKFY Shares, Camco and the exchange agent shall be entitled to deposit any Per Share Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIME, WFC shall mail to each LEADER SHAREHOLDER shall holder of record of BMF common shares a form letter of transmittal and instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES BMF common shares cancelled and extinguished as a result of the MERGER (collectively, hereinafter referred to collectively as the "CERTIFICATES" and individually, a individually as the "CERTIFICATE"). Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor a certificate evidencing the per share merger consideration WFC common shares to which the holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATEAGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT. (b) In the event that any holder of LEADER SHARES BMF common shares cancelled and extinguished in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which evidences such LEADER SHARESshares of the holder, FDFCWFC, in the absence of actual notice that any LEADER SHARES shares theretofore evidenced by any such CERTIFICATE have been acquired by a bona fide purchaser, shall deliver to such holder the consideration amount to which such holder is entitled in accordance with the provisions of this AGREEMENT upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC WFC that any such CERTIFICATE has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC WFC to indemnify and hold FDFC WFC harmless; and (iii) Evidence to the reasonable satisfaction of FDFC WFC that such person is the owner of the LEADER SHARES shares theretofore represented by each CERTIFICATE claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE for exchange pursuant to this AGREEMENT. (c) In the event that the issuance of WFC shares or payment in lieu of fractional shares in accordance with this AGREEMENT is to be made to a person other than the person in whose name the CERTIFICATE surrendered is registered, the CERTIFICATE so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the CERTIFICATE surrendered or establish to the satisfaction of WFC that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.02, each CERTIFICATE shall represent for all purposes only the right to receive the number of whole WFC shares and cash consideration in lieu of fractional shares as determined pursuant to this AGREEMENT. (d) No dividends or other distributions declared after the EFFECTIVE TIME with respect to WFC common shares and payable to the holders of record thereof after the EFFECTIVE TIME shall be paid to the holder of any unsurrendered CERTIFICATE until the holder thereof shall surrender such CERTIFICATE. Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a CERTIFICATE, 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 WFC common shares represented by such CERTIFICATE. (e) No certificates or scrip representing fractional shares of WFC common shares shall be issued upon the surrender for exchange of CERTIFICATES. No payment dividend or distribution with respect to WFC common shares shall be delivered by FDFC payable on or with respect to any former holder of LEADER SHARES in accordance with this AGREEMENT until such holder shall have complied with this Section 2.04.such

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIMEEffective Time, First Federal shall mail to each LEADER SHAREHOLDER shall Common Shareholder and each Preferred Shareholder (collectively, the "Lincoln Shareholders") a form letter of transmittal (the "Transmittal Letter") including instructions to effect the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES cancelled Common Shares and extinguished as a result of the MERGER Preferred Shares (collectively, the "CERTIFICATESCertificates" and individually, a the "CERTIFICATECertificate"). The Transmittal Letter shall specify that the risk of loss and title to Certificates shall pass only upon delivery of the Certificates as specified in the Transmittal Letter. Upon surrender of a CERTIFICATE Certificate for cancellation, the holder of together with such CERTIFICATE Transmittal Letter, duly executed, each Common Shareholder shall be entitled to receive in exchange therefor the per share merger consideration to which Per Share Merger Consideration multiplied by the holder is entitled in accordance with the provisions number of this AGREEMENT within five days after surrender of the CERTIFICATECommon Shares held by such Common Shareholder, and each Preferred Shareholder shall be entitled to receive the CERTIFICATE Per Share Redemption Amount multiplied by the number of Preferred Shares held by such Preferred Shareholder, and each Certificate so surrendered shall thereafter be cancelled forthwithcancelled. FDFC mayIn no event shall the aggregate amount payable by First Federal in consideration and exchange for the Common Shares and the Preferred Shares exceed $476,904.44 less the Intrieve Amount, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration except for payments pursuant to Section 2.03 of this AGREEMENT1.03 hereof. (b) In the event that any holder of LEADER SHARES cancelled and extinguished in accordance with this AGREEMENT Lincoln Shareholder is unable to deliver the CERTIFICATE which evidences such LEADER SHARESCertificate, FDFCFirst Federal, in the absence of actual notice that any LEADER SHARES of the shares theretofore evidenced represented by any such CERTIFICATE Certificate have been acquired by a bona fide purchaser, shall deliver to such holder the consideration Per Share Merger Consideration or Per Share Redemption Amount to which such holder is entitled in accordance with the provisions of this AGREEMENT Agreement upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC First Federal that any such CERTIFICATE Certificate has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC First Federal to indemnify and hold FDFC First Federal and the exchange agent harmless; and (iii) Evidence to the reasonable satisfaction of FDFC First Federal that such person is the owner of the LEADER SHARES Common Shares or the Preferred Shares theretofore represented by each CERTIFICATE Certificate claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE Certificate for exchange pursuant to this AGREEMENTAgreement. (c) In the event that delivery of the Per Share Merger Consideration or Per Share Redemption Amount is to be made to a person other than the person in whose name the Certificate surrendered is registered, the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of First Federal that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.01, each CERTIFICATE Certificate shall represent for all purposes only the right to receive the cash Per Share Merger Consideration or the Per Share Redemption Amount; (d) No consideration determined pursuant to this AGREEMENT. No payment provided for herein shall be delivered by FDFC First Federal to any former holder of LEADER SHARES Lincoln Shareholders in accordance with this AGREEMENT Agreement until such holder shall have complied with this Section 2.042.01; (e) First Federal may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.01. Any portion of the cash delivered to the exchange agent by First Federal for payment of the Per Share Merger Consideration and the Preferred Redemption Amount that remains unclaimed by the Lincoln Shareholders for one year after the Effective Time shall be returned to First Federal. Any Lincoln Shareholders who have not theretofore complied with this Section 2.01 shall thereafter look only to First Federal for the Per Share Merger Consideration or Per Share Redemption Amount. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any governmental entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of First Federal (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the exchange agent nor any party to this Agreement shall be liable to any holder of any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. First Federal and the exchange agent shall be entitled to rely upon the stock transfer books of Lincoln to establish the identity of those persons entitled to receive the Per Share Merger Consideration or Per Share Redemption Amount, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of Common Shares or Preferred Shares, First Federal and the exchange agent shall be entitled to deposit any Per Share Merger Consideration or Per Share Redemption Amount represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable Within seven (7) business days after the EFFECTIVE TIMEEffective Time, FDEF shall mail to each LEADER SHAREHOLDER shall holder of record of Genoa common shares a form letter of transmittal and instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES Genoa common shares cancelled and extinguished as a result of the MERGER Merger (hereinafter referred to, collectively, as the "CERTIFICATESCertificates" and and, individually, as a "CERTIFICATECertificate"). Upon surrender of a CERTIFICATE Certificate for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE Certificate shall be entitled to receive in exchange therefor the per Per Share Consideration for each share merger consideration to which the holder is entitled evidenced by such Certificate in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATEAgreement, and the CERTIFICATE Certificate so surrendered shall thereafter be cancelled forthwith. FDFC may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT. (b) In the event that any holder of LEADER SHARES Genoa common shares cancelled and extinguished in accordance with this AGREEMENT Agreement is unable to deliver the CERTIFICATE Certificate which evidences such LEADER SHARESshares of the holder, FDFCFDEF, in the absence of actual notice that any LEADER SHARES shares theretofore evidenced by any such CERTIFICATE Certificate have been acquired by a bona fide purchaser, shall deliver to such holder the consideration amount to which such holder is entitled in accordance with the provisions of this AGREEMENT Agreement upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC FDEF that any such CERTIFICATE Certificate has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC FDEF to indemnify and hold FDFC FDEF harmless; and (iii) Evidence to the reasonable satisfaction of FDFC FDEF that such person is the owner of the LEADER SHARES shares theretofore represented by each CERTIFICATE Certificate claimed by him such person to be lost, wrongfully taken or destroyed and that he such person is the person who would be entitled to present each such CERTIFICATE Certificate for exchange pursuant to this AGREEMENTAgreement. (c) In the event that the payment of the Per Share Consideration in accordance with this Agreement is to be made to a person other than the person in whose name the Certificate surrendered is registered, the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of FDEF that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.02, each CERTIFICATE Certificate shall represent for all purposes only the right to receive the cash consideration as determined pursuant to this AGREEMENT. No payment Agreement. (d) The certificate evidencing the issued and outstanding common shares of Interim before the Effective Time shall be delivered by FDFC to any former holder evidence the issued and outstanding common shares of LEADER SHARES in accordance with this AGREEMENT until such holder shall have complied with this Section 2.04the Surviving Corporation after the Effective Time.

SHARE CERTIFICATES IN THE MERGER. (a) As Seven business days after the EFFECTIVE TIME or as soon thereafter as practicable after the EFFECTIVE TIME, and CAMCO shall use its reasonable best efforts to accomplish such within seven business days, CAMCO shall mail to each LEADER SHAREHOLDER shall holder of record of WHFC SHARES a form letter of transmittal and instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER WHFC SHARES cancelled and extinguished as a result of the MERGER (collectively, hereinafter referred to collectively as the "CERTIFICATES" and individually, a individually as the "CERTIFICATE"). Such letter of transmittal shall specify that the risk of loss and title to CERTIFICATES shall pass only upon delivery of such certificates as specified in the Letter of Transmittal. Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the per share merger consideration to which the holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATEAGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC CAMCO may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT2.03. (b) In the event that any holder of LEADER WHFC SHARES cancelled and extinguished in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which evidences such LEADER WHFC SHARES, FDFCCAMCO, in the absence of actual notice that any LEADER WHFC SHARES theretofore evidenced by any such CERTIFICATE have been acquired by a bona fide purchaser, shall deliver to such holder the consideration to which such holder is entitled in accordance with the provisions of this AGREEMENT upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC CAMCO that any such CERTIFICATE has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC CAMCO to indemnify and hold FDFC CAMCO harmless; and (iii) Evidence to the reasonable satisfaction of FDFC CAMCO that such person is the owner of the LEADER WHFC SHARES theretofore represented by each CERTIFICATE claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE for exchange pursuant to this AGREEMENT. (c) In the event that delivery of the consideration provided for herein is to be made to a person other than the person in whose name the CERTIFICATE surrendered is registered, the CERTIFICATE so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the CERTIFICATE surrendered or establish to the satisfaction of CAMCO that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.03, each CERTIFICATE shall represent for all purposes only the right to receive the number of CAMCO SHARES and cash consideration determined pursuant to this AGREEMENT. (d) No dividends or other distributions declared after the EFFECTIVE TIME with respect to CAMCO SHARES and payable to the holders of record thereof after the EFFECTIVE TIME shall be paid to the holder of any unsurrendered CERTIFICATE until the holder thereof shall surrender such CERTIFICATE. Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a CERTIFICATE, 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 CAMCO SHARES represented by such CERTIFICATE. (e) No payment consideration provided for herein shall be delivered by FDFC CAMCO to any former holder of LEADER WHFC SHARES in accordance with this AGREEMENT until such holder shall have complied with this Section 2.042.03.

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIME, BHC shall mail to each LEADER SHAREHOLDER shall holder of record of CHOICE shares a form letter of transmittal and instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES cancelled and extinguished CHOICE shares converted as a result of the MERGER (collectively, hereinafter referred to collectively as the "“CERTIFICATES" ” and individually, a "individually as the “CERTIFICATE"”). Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the per share merger consideration CONSIDERATION in cash to which the such holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATE, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENTentitled. (b) In the event that any holder of LEADER SHARES cancelled and extinguished CHOICE shares converted in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which evidences such LEADER SHARESshares of the holder, FDFCBHC, in the absence of actual notice that any LEADER SHARES shares theretofore evidenced by any such CERTIFICATE have been acquired by a bona fide purchaser, shall deliver to such holder the consideration amount to which such holder is entitled in accordance with the provisions of this AGREEMENT upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC BHC that any such CERTIFICATE has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC BHC to indemnify and hold FDFC BHC harmless; and (iii) Evidence to the reasonable satisfaction of FDFC BHC that such person is the owner of the LEADER SHARES shares theretofore represented by each CERTIFICATE claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE for exchange pursuant to this AGREEMENT. (c) Until surrendered in accordance with the provisions of this Section 2.04, each CERTIFICATE shall represent for all purposes only the right to receive the cash consideration determined pursuant to this AGREEMENT. No payment shall be delivered by FDFC to any former holder of LEADER SHARES in accordance with this AGREEMENT until such holder shall have complied with this Section 2.04.

SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable Not later than three (3) business days after the EFFECTIVE TIME, CBI shall mail to each LEADER SHAREHOLDER shall holder of record of CUSTAR common shares a form letter of transmittal and instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES CUSTAR common shares cancelled and extinguished as a result of the MERGER (hereinafter referred to, collectively, as the "CERTIFICATES" and and, individually, as a "CERTIFICATE"). At the EFFECTIVE TIME, CBI shall deposit in a designated account at CBI for the benefit of the former holders of CUSTAR common shares an amount of cash sufficient to pay the PER SHARE PURCHASE PRICE for each outstanding CUSTAR common share. Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the per PER SHARE PURCHASE PRICE for each share merger consideration to which the holder is entitled evidenced by such CERTIFICATE in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATEAGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT. (b) In the event that any holder of LEADER SHARES CUSTAR common shares cancelled and extinguished in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which evidences such LEADER SHARESshares of the holder, FDFCCBI, in the absence of actual notice that any LEADER SHARES shares theretofore evidenced by any such CERTIFICATE have been acquired by a bona fide purchaser, shall deliver to such holder the consideration amount to which such holder is entitled in accordance with the provisions of this AGREEMENT upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC CBI that any such CERTIFICATE has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC CBI to indemnify and hold FDFC CBI harmless; and (iii) Evidence to the reasonable satisfaction of FDFC CBI that such person is the owner of the LEADER SHARES shares theretofore represented by each CERTIFICATE claimed by him such person to be lost, wrongfully taken or destroyed and that he such person is the person who would be entitled to present each such CERTIFICATE for exchange pursuant to this AGREEMENT. (c) In the event that the payment of the cash consideration in accordance with this AGREEMENT is to be made to a person other than the person in whose name the CERTIFICATE surrendered is registered, the CERTIFICATE so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the CERTIFICATE surrendered or establish to the satisfaction of CBI that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.02, each CERTIFICATE shall represent for all purposes only the right to receive the cash consideration as determined pursuant to this AGREEMENT. No payment . (d) The certificate evidencing the issued and outstanding common shares of INTERIM before the EFFECTIVE TIME shall be delivered by FDFC to any former holder evidence the issued and outstanding common shares of LEADER SHARES in accordance with this AGREEMENT until such holder shall have complied with this Section 2.04the SURVIVING CORPORATION after the EFFECTIVE TIME.

SHARE CERTIFICATES IN THE MERGER. (a) As Seven business days after the EFFECTIVE TIME or as soon thereafter as practicable after the EFFECTIVE TIME, and CAMCO shall use its reasonable best efforts to accomplish such within seven business days, CAMCO shall mail to each LEADER SHAREHOLDER shall holder of record of WHFC shares a form letter of transmittal and instructions for use in effecting the surrender to the PARENT COMPANY for exchange of the certificates formerly evidencing the LEADER SHARES WHFC shares cancelled and extinguished as a result of the MERGER (collectively, hereinafter referred to collectively as the "CERTIFICATES" and individually, a individually as the "CERTIFICATE"). Such letter of transmittal shall specify that the risk of loss and title to CERTIFICATES shall pass only upon delivery of such certificates as specified in the Letter of Transmittal. Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the per share merger consideration to which the holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATEAGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC CAMCO may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT2.03. (b) In the event that any holder of LEADER SHARES WHFC shares cancelled and extinguished in accordance with this AGREEMENT is unable to deliver the CERTIFICATE which evidences such LEADER WHFC SHARES, FDFCCAMCO, in the absence of actual notice that any LEADER WHFC SHARES theretofore evidenced by any such CERTIFICATE have been acquired by a bona fide purchaser, shall deliver to such holder the consideration to which such holder is entitled in accordance with the provisions of this AGREEMENT upon the presentation of all of the following: (i) Evidence to the reasonable satisfaction of FDFC CAMCO that any such CERTIFICATE has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by FDFC CAMCO to indemnify and hold FDFC CAMCO harmless; and (iii) Evidence to the reasonable satisfaction of FDFC CAMCO that such person is the owner of the LEADER WHFC SHARES theretofore represented by each CERTIFICATE claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present each such CERTIFICATE for exchange pursuant to this AGREEMENT. (c) In the event that delivery of the consideration provided for herein is to be made to a person other than the person in whose name the CERTIFICATE surrendered is registered, the CERTIFICATE so surrendered shall be properly endorsed or otherwise in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance or payment to a person other than the registered holder of the CERTIFICATE surrendered or establish to the satisfaction of CAMCO that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.042.03, each CERTIFICATE shall represent for all purposes only the right to receive the number of CAMCO SHARES and cash consideration determined pursuant to this AGREEMENT. (d) No dividends or other distributions declared after the EFFECTIVE TIME with respect to CAMCO SHARES and payable to the holders of record thereof after the EFFECTIVE TIME shall be paid to the holder of any unsurrendered CERTIFICATE until the holder thereof shall surrender such CERTIFICATE. Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a CERTIFICATE, 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 CAMCO SHARES represented by such CERTIFICATE. (e) No payment consideration provided for herein shall be delivered by FDFC CAMCO to any former holder of LEADER SHARES WHFC shares in accordance with this AGREEMENT until such holder shall have complied with this Section 2.042.03.