Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.

Surrender of Certificates. (a) At or promptly any time after the Effective TimeTime upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, Parent shall make available to Equiserve L.P., or together with a bank duly executed letter of transmittal in a form reasonably acceptable to the Company (the "Exchange Agent")Purchaser, in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each such holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or Certificates, its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IIso surrendered, from and after the Effective Time each Certificate shall be deemed deemed, for all corporate purposes, to represent evidence only the right to receive the Merger Consideration (and cash deliverable in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by respect thereof to which such Certificate, and shall not evidence any interest in, or any right Person is entitled pursuant to exercise the rights of a stockholder of, Parentthis Article 1. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the A Certificate surrendered will be registered in exchange therefor the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is registered, it shall be a condition terminated prior to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forat Closing.

Surrender of Certificates. At or As promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate an outstanding certificate or Certificates certificates which prior thereto represented JIS Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the JIS Certificates shall pass, only upon proper delivery of the JIS Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as Judge and JIS may reasonably specify), and (ii) and instructions for use in effecting the surrender of the JIS Certificates in exchange for certificates representing Parent Judge Common Stock Shares and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and any cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Judge Common Stock formerly represented by Shares. Such holder shall upon such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered surrender receive in exchange therefor is registereda certificate or certificates representing the number of whole Judge Common Shares into which such JIS Shares shall have been converted. Until so surrendered and exchanged, it shall each outstanding certificate which, prior to the Effective Time, represented JIS Shares shall, upon and after the Effective Time, be a condition deemed for all purposes (other than to the extent provided in the following sentence) to evidence ownership of the number of whole Judge Common Shares into which such issuance or payment that JIS Shares have been converted. Dividends, if any, payable after the Effective Time to holders of Judge Common Shares shall, at Judge's option, be withheld from holders of certificates formerly representing JIS Shares until such Certificate be properly endorsed certificates (or accompanied by an appropriate instrument of transferlost share affidavits reasonably acceptable in form and substance to Judge) and accompanied by evidence that any applicable stock transfer taxes have been are surrendered for exchange in accordance with this Section 2.5 and, if so withheld, shall then be paid or provided forwithout interest thereon.

Surrender of Certificates. At or promptly (a) From and after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable or trust company to be designated by Parent, with the prior approval of the Company (the "Exchange Paying Agent"), shall act as exchange agent in trust effecting the exchange, for the benefit of Per Share Amount multiplied by the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares Shares formerly represented thereby, of Parent Common Stock issuable pursuant certificates (the "Certificates") that, prior to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail represented Shares, which Shares have become entitled to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title payment pursuant to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting Section 2.6. Upon the surrender of each Certificate and the Certificates delivery by the Paying Agent of the Per Share Amount in exchange for certificates representing Parent Common Stock and cash in lieu of fractional sharestherefor, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall forthwith be entitled cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and Dissenting Shares) shall represent solely the right to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly Per Share Amount applicable to the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from accrue on any amount payable on and after the Effective Time each by reason of the Merger upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate accompanied by a properly executed letter of transmittal (referred to in Section 2.9(c)), the holder shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly Per Share Amount applicable to the Shares represented by such Certificatethereby, and shall not evidence without any interest in, or any right to exercise the rights of a stockholder of, Parentthereon. If a certificate representing Parent Common Stock the Per Share Amount is to be issued or a cash payment in lieu of fractional share interests is to be made paid to a person other than the one person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such issuance payment or payment exchange that such Certificate so surrendered be properly endorsed (or accompanied otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Paying Agent any transfer or other taxes required by an appropriate instrument reason of transfer) and accompanied by evidence the payment of such Per Share Amount to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Paying Agent that any applicable stock transfer taxes have such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Per Share Amount or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly following the date six months after the Effective Time, the Paying Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing Shares may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat or similar laws) receive in exchange therefor the Per Share Amount applicable to the Shares represented thereby, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law. (c) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Shares a form of letter of transmittal and instructions, approved by Parent, for use in surrendering such Certificates and receiving the Per Share Amount therefor. (d) At and after the Effective Time, holders of Certificates shall cease to have any rights as stockholders of the Company except for the right to surrender such Certificates in exchange for the Per Share Amount or the right, if any, to receive payment from the Surviving Corporation of 7 11 the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL and Section 2.7 hereof, and there shall be no transfers on the stock transfer books of the Company or the Surviving Corporation of any Shares that were outstanding immediately prior to the Merger. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be cancelled and exchanged for the Per Share Amount, as provided forin Section 2.6 hereof, subject to applicable law in the case of Dissenting Shares. 3.

Surrender of Certificates. At or promptly Prior to the Effective Time, NHancement shall designate its transfer agent to act as the exchange agent (the "EXCHANGE AGENT") in the Merger. Promptly after the Effective Time, Parent NHancement shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock Agent for exchange in accordance with this Article IISection 1.7, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares shares, and warrants to purchase shares, of Parent NHancement Common Stock issuable pursuant to Section 2.1 hereof1.5 in exchange for all issued and outstanding shares of Trimark Capital Stock. Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a Certificate certificate or Certificates certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Trimark Capital Stock whose shares were converted and to the right to receive shares of NHancement Common Stock and Warrant pursuant to Section 1.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentAgent and shall be in such form and shall have such other provisions as NHancement may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent shares of NHancement Common Stock and cash in lieu of fractional shares, if applicableWarrants. Upon surrender of a Certificate or Certificates for cancellation to the Exchange Agent, Agent together with such letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration for each share number of Company whole shares of NHancement Common Stock formerly represented by plus cash in lieu of fractional shares and Warrants in accordance with Section 1.5, to which such Certificate or Certificatesholder is entitled pursuant to Section 1.5, and the Certificate(s) Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IIso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Trimark Capital Stock will be deemed from and after the Effective Time each Certificate Time, for all corporate purposes, to evidence the ownership of the number of full shares of NHancement Common Stock and Warrants into which such shares of Trimark Capital Stock shall be deemed to represent only and been so converted and the right to receive the Merger Consideration (and an amount in cash in lieu of the issuance of any fractional share as contemplated by shares in accordance with Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for1.5.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a Any letter of transmittal (which delivered pursuant to this Agreement shall specify that delivery of a National Common Unit shall be effected, and risk of loss and title to the Certificates certificates evidencing such National Common Units (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Exchange Agent) Paying Agent and shall specify instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu pursuant to such letter of fractional shares, if applicabletransmittal. Upon surrender to the Paying Agent of a Certificate or Certificates to the Exchange AgentCertificate, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Offer Consideration for each share of Company National Common Stock Unit formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented evidenced by such Certificate, and such Certificate shall not evidence then be cancelled. No interest shall accrue or be paid on the Offer Consideration payable upon the surrender of any interest in, or any right to exercise Certificate for the rights benefit of a stockholder of, Parentthe holder of such Certificate. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests the Offer Consideration is to be made to a person other than the one person in whose name the surrendered Certificate surrendered in exchange therefor is registeredregistered on the transfer books of the National MLP, it shall be a condition to such issuance or of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Consideration to a person other than the registered holder of the Certificate be properly endorsed (surrendered or accompanied by an appropriate instrument shall have established to the satisfaction of transfer) and accompanied by evidence the Surviving Entity that any applicable stock transfer such taxes either have been paid or provided forare not applicable. The Surviving Entity shall pay all charges and expenses, including those of the Paying Agent, in connection with the distribution of the Offer Consideration. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange therefor, upon receipt of an affidavit of that fact by the holder thereof and such bond, security or indemnity as may be reasonably required, the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the Merger Consideration applicable to the National Common Units evidenced by such Certificate.

Surrender of Certificates. At or promptly (a) From and after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable or trust company to be designated by Parent, with the prior approval of the Company (the "Exchange Agent"), shall act as exchange agent in trust effecting the exchange, for the Merger Consideration multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment pursuant to Section 2.1. As of the Effective Time, Parent shall, on behalf of Purchaser, deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock Shares (excluding any Shares described in Section 2.1(b) and Dissenting Shares, if any), for exchange the payment in accordance with this Article II, (i) through the Exchange Agent, cash in an amount sufficient equal to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate Merger Consideration multiplied by the number of shares of Parent Common Stock issuable pursuant outstanding Shares immediately prior to Section 2.1 hereof. Promptly after the Effective TimeTime (excluding any Shares described in Section 2.1(b) and Dissenting Shares, if any) (such cash being hereinafter referred to as the "Payment Fund"). Upon the surrender of each Certificate and the delivery by the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates Merger Consideration in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly Shares represented by such Certificate or Certificatesmultiplied by the number of Shares represented by such Certificate, and the Certificate(s) so surrendered such Certificate shall forthwith be canceledcancelled. Until so surrendered as contemplated and exchanged, each such Certificate (other than Certificates representing Shares held by this Article IIParent, from Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and after the Effective Time each Certificate Dissenting Shares, if any) shall be deemed to represent only solely the right to receive the Merger Consideration (and cash in lieu applicable to the Shares represented by such Certificate multiplied by the number of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly Shares represented by such Certificate. No interest shall be paid or shall accrue on any amount payable on and after the Effective Time by reason of the Merger upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate, and the holder shall not evidence receive the Merger Consideration applicable to the Shares represented thereby, without any interest in, or any right to exercise the rights of a stockholder of, Parentthereon. If a certificate representing Parent Common Stock the Merger Consideration is to be issued or a cash payment in lieu of fractional share interests is to be made paid to a person other than the one person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such issuance payment or payment exchange that such Certificate so surrendered be properly endorsed (or accompanied otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Exchange Agent any transfer or other taxes required by an appropriate instrument reason of transfer) and accompanied by evidence the payment of such Merger Consideration to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Exchange Agent that any applicable stock transfer taxes have such tax has been paid or provided foris not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Surrender of Certificates. At or promptly (a) As soon as practicable after the Effective Time, Parent shall make available to Equiserve L.P.Pioneer Federal Savings Bank, or a bank reasonably acceptable to the Company Winchester, Kentucky, as exchange agent (the "Exchange Agent"), shall deliver to each former holder of Pioneer Common Stock (except holders of Dissenting Shares), who has validly surrendered to the Exchange Agent the certificate or certificates formerly representing such holder's shares of Pioneer Common Stock together with a letter of transmittal in trust the customary form and other documentation that reasonably may be required by Central or the Exchange Agent, a check for an amount equal to the benefit product of the holders Exchange Consideration and the number of shares of Company Pioneer Common Stock represented by the certificate or certificates so surrendered. Central agrees to make available to the Exchange Agent immediately prior to Closing an amount of cash sufficient to cause payment of the Exchange Consideration to be made for exchange any certificates formerly representing shares of Pioneer Common Stock surrendered for payment in accordance with this Article II, Section 3.02. No interest shall accrue or be paid with respect to the Exchange Consideration. As soon as practicable (ibut no more than five (5) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (iibusiness days) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, Central will cause the Exchange Agent shall to mail to each record holder of record Pioneer Common Stock at the Effective Time a form of a Certificate or Certificates a letter of transmittal (which which, among other matters, shall specify that delivery how surrender of the stock certificates shall be effected. There shall be no obligation to deliver the Exchange Consideration in respect of any shares of Pioneer Common Stock until (and then only to the extent that) the holder thereof validly surrenders its certificate or certificates representing the shares of Pioneer Common Stock for exchange as provided in this Section 3.02, and risk or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates an indemnity agreement and/or bond as may be required in any such case by Central in its reasonable discretion (which discretion Central may delegate to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent). If a certificate representing Parent any payment for shares of Pioneer Common Stock is to be issued or made in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate for Pioneer Common Stock surrendered in for exchange therefor is registered, it shall be a condition to such issuance or the payment that such Certificate the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the certificate surrendered or (ii) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or provided forare not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of Pioneer of any shares of Pioneer Common Stock outstanding immediately prior to the Effective Time.

Surrender of Certificates. At or promptly after On the Effective Timedate of the Closing, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable the Purchaser will deliver to the Company exchange agent designated for the Merger (the "Exchange Agent")) (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the benefit stockholders of the holders Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient shall surrender the same to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each and such holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration for each share number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock formerly represented by such Certificate were converted as a result of the Merger. Dividends or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and other distributions payable after the Effective Time each Certificate shall be deemed Closing to represent only holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share exchange of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest inbe paid to holders thereof until certificates are surrendered for exchange as aforesaid, or any right but, upon surrender, there shall be paid to exercise the rights holders of a stockholder of, Parent. If a certificate representing Parent Purchaser Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registeredfor Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forwithout interest.

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time but in no event later than five (5) business days following the Effective Time, Parent shall make available to Equiserve L.P., Computershare Investor Services LLP or a bank such other firm selected by Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3documentation reasonably acceptable to Purchaser and the Company consistent with the terms hereof, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash the Merger Consideration (in lieu the form or forms determined in accordance with the provisions of fractional shares, if applicableSection 1.5). Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, (i) a certificate evidencing the Merger Consideration for each share whole number of shares of Purchaser Common Stock into which the shares of Company Common Stock formerly Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.5, if any, plus (ii) a check for the aggregate amount of cash, without interest, which such Certificate or Certificatesholder would be entitled to receive pursuant to Section 1.5, and the Certificate(s) if any, including any cash amount payable in lieu of fractional shares in accordance with Section 1.6(c). Certificates so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article II, from and after Purchaser shall direct the Effective Time each Certificate shall Exchange Agent to make such deliveries within five (5) business days of the receipt of all required documentation. If any Purchaser Common Stock to be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) exchanged for each share shares of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or delivered in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate surrendered in for exchange therefor is registered, it shall be a condition to such issuance or payment the exchange that such the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the Certificate surrendered, or (b) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be cancelled in exchange for the Merger Consideration payable with respect thereto as provided forin Section 1.5 above.

Surrender of Certificates. At or promptly after After the Effective Time, Parent shall make available each holder of shares of Dynamotion Common Stock outstanding immediately before the Effective Time (other than Dissenting Shares), upon surrender to Equiserve L.P., ESI or its agent designated for such purpose of a certificate or certificates formerly representing such shares (or a bank reasonably acceptable to the Company certificate for shares of Class A Stock or Class B Cumulative Convertible Preferred Shares of Dynamotion, $0.01 per share par value (the "Exchange AgentClass B Stock"), in trust for the benefit of the holders of that have been converted into shares of Company Dynamotion Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and the Conversion Proposal) will be entitled to receive (iia) certificates a certificate representing the aggregate number of shares of Parent ESI Common Stock issuable into which such shares of Dynamotion Common Stock have been converted pursuant to the provisions of Section 2.1 hereof. Promptly after 1.3 less, in the Effective Timecase of each Key Shareholder, the Exchange Agent shall mail number of such shares determined to each holder of record of a Certificate or Certificates a letter of transmittal be Escrowed Property (which shall specify that delivery shall be effected, as defined in Section 6.3) and risk of loss (b) subject to Section 6.3 and title to the Certificates shall pass, only upon proper delivery provisions of the Certificates to the Exchange Agent) and instructions for use Escrow Agreement (as defined in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional sharesSection 2.2), if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent the shares of ESI Common Stock determined to be Escrowed Property. If any certificate for shares of ESI Common Stock is to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate surrendered in exchange therefor is registered, it shall will be a condition to such of the issuance or payment thereof that such Certificate the certificate so surrendered be properly endorsed (and otherwise in proper form for transfer and that the person requesting such exchange pay to ESI or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required or establish to the reasonable satisfaction of transfer) and accompanied by evidence ESI or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of shares of Dynamotion Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares, ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, will deliver to such holder the number of shares of ESI Common Stock to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to ESI (1) that such person is the owner of the shares theretofore represented by each certificate claimed by him or her to be lost, wrongfully taken, or destroyed and (2) that he or she is the person who would be entitled to present such certificate for exchange pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by ESI to indemnify and hold ESI and its transfer agent harmless with respect to such exchange.

Surrender of Certificates. At or promptly after (a) Prior to the Effective Time, Parent shall make available to Equiserve L.P., or designate a bank reasonably acceptable or trust company located in the United States to the Company act as paying agent (the "Exchange AgentPAYING AGENT"), in trust ) for the benefit of the holders of shares of Company Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock for exchange Purchase Warrants in accordance connection with this Article II, (i) cash the Merger to receive in an amount sufficient trust funds to pay cash in lieu of fractional shares pursuant to make the payments contemplated by Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof3.2. Promptly after At the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail and/or make available to each holder of record a certificate theretofore evidencing shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (other than those which are held by any Subsidiary or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a Certificate or Certificates a notice and letter of transmittal (which shall specify that delivery shall be effected, advising such holder of the effectiveness of the Merger and risk of loss and title the procedure for surrendering to the Certificates shall pass, only upon proper delivery of the Certificates Paying Agent such certificate or certificates which immediately prior to the Exchange AgentEffective Time represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (the "Certificates") and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash the Applicable Merger Consideration deliverable in lieu of fractional shares, if applicablerespect thereof pursuant to this Article III. Upon the surrender of a Certificate or Certificates for cancellation to the Exchange AgentPaying Agent of such Certificates, together with such a letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the holder of such Certificate Paying Agent shall be promptly pay to the Person entitled to receive in exchange therefor thereto the Applicable Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceleddeliverable in respect thereof. Until surrendered as contemplated by this Article IIso surrendered, from and after the Effective Time each Certificate shall be deemed deemed, for all corporate purposes, to represent evidence only the right to receive upon such surrender the Applicable Merger Consideration (and cash deliverable in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by respect thereof to which such Certificate, and shall not evidence any Person is entitled pursuant to this Article III. No interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided foraccrued in respect of such cash payments.

Surrender of Certificates. At On or promptly after the Effective Time, Parent Acquiror shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, instruct the Exchange Agent shall to mail or deliver to each every holder of record of a Certificate or Certificates Company Capital Stock whose shares of Company Capital Stock were converted pursuant to Section 1.9 into the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any): (i) a letter of transmittal in the form attached hereto as Exhibit B (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Capital Stock shall pass, only upon proper delivery of the Certificates to the Exchange AgentAgent of the certificates evidencing ownership thereof (the “Certificates”) and shall contain the agreement and acknowledgment of the holder of such Certificates that such holder (A) approves this Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative Committee and (C) agrees to be bound by the indemnification provisions set forth herein in Article VIII, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and cash the Post-Closing Merger Consideration (if any), in lieu of fractional shares, if applicableaccordance with Section 1.13 and Section 1.17. Upon surrender of a Certificate or Certificates for cancellation to the Exchange Agent, together with such letter Letter of transmittalTransmittal, duly executedcompleted and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificate Certificates shall be entitled to receive in exchange therefor their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17, for each share of Company Common Capital Stock formerly represented by such Certificate or Certificates, and the Certificate(s) Certificates so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article IISection 1.11, each Certificate shall be deemed from and after the Effective Time each Certificate shall be deemed to represent only the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and cash in lieu of any fractional share as contemplated by Section 2.3) 1.17, for each share of Company Common Capital Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.

Surrender of Certificates. At or promptly after The Corporation shall notify in writing all holders of record of shares of Preferred Stock of the Effective Time, Parent shall make available Optional Conversion Time and the place designated for optional conversion of shares of Preferred Stock pursuant to Equiserve L.P., Section 3.1.1. If the Corporation obtains knowledge that a Public Offering or a bank Deemed Liquidation Event is proposed to occur, the Corporation shall give prompt written notice of such event describing in reasonable detail the material terms and date of consummation thereof to each holder of Preferred Stock, but in any event such notice shall not be given no later than five days prior to the occurrence of such Public Offering or Deemed Liquidation Event. Upon receipt of the notice, each holder of shares of Preferred Stock electing to convert all or any portion of such holder’s Preferred Stock shall surrender such holder’s certificate or certificates for all such shares being converted (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company (Corporation to indemnify the "Exchange Agent")Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in trust such notice, and shall thereafter receive certificates for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable to which such holder is entitled pursuant to this Section 3. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Other than the rights to dividend payments set forth in Section 3.3.2 below, all rights with respect to the Preferred Stock converted pursuant to Section 2.1 hereof. Promptly after 3.1.1, including the Effective Timerights, the Exchange Agent shall mail if any, to each receive notices and vote (other than as a holder of record of a Certificate or Certificates a letter of transmittal Common Stock), will terminate at the Optional Conversion Time (which shall specify that delivery shall be effected, and risk of loss and title to notwithstanding the Certificates shall pass, only upon proper delivery failure of the Certificates holder or holders thereof to surrender the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional sharesat or prior to such time), if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent except only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of[*] = Certain confidential information contained in this document, Parent. If a certificate representing Parent Common Stock is marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to be issued or a cash payment in lieu Rule 406 of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registeredSecurities Act of 1933, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided foras amended.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit Upon surrender of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) stock certificates representing the aggregate shares of Chaparral Common Stock (the “Chaparral Stock Certificates”) (accompanied by duly executed stock powers) at the Closing as well as the delivery to Parent of a letter of transmittal which shall include customary representations and warranties including, but not limited to, the Chaparral Stockholders’ right, title and interest in their Chaparral Common Stock, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by the Chaparral Stockholders that any and all rights, preferences, privileges and obligations owed by Chaparral to the Chaparral Stockholders, shall cease and be of no further force or effect, the Chaparral Stockholders holding such Chaparral Stock Certificates shall receive in exchange therefore stock certificates representing the number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after into which their shares of Chaparral Common Stock are converted at the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or and such Chaparral Stock Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article IIso surrendered, outstanding Chaparral Stock Certificates will be deemed, from and after the Effective Time each Certificate shall be deemed Time, to represent evidence only the right to receive the Merger Consideration (and cash in lieu applicable number of any fractional share as contemplated by Section 2.3) for each share shares of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is pursuant to be issued or a cash the allocation set forth on Exhibit B. If payment in lieu of fractional share interests the Stock Consideration is to be made to a person Person other than the one Person in whose name the Certificate surrendered in exchange therefor Chaparral Common Stock is registered, it shall be a condition to such issuance or of payment that the letter of transmittal be in proper form for such Certificate be properly endorsed (transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a Person other than the registered holder of the Chaparral Common Stock, or accompanied by an appropriate instrument such Person shall have established to the satisfaction of transfer) and accompanied by evidence Parent that any applicable stock transfer taxes have such Tax either has been paid or provided foris not applicable.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (ia) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereafter), the Exchange Agent Saffron shall mail to each holder the Persons who were record holders of record of a Certificate or Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Saffron and the Company shall reasonably agree (which shall specify including (A) a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to Saffron and (B) a general release of all claims against the Exchange AgentCompany and Saffron); and (ii) and instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing Parent Saffron Common Stock and cash in lieu of fractional shares, if applicablethe Fractional Share Cash Amount. Upon surrender of a Company Stock Certificate or Certificates to the Exchange AgentSaffron for exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably required by Saffron: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration for each share number of Company whole shares of Saffron Common Stock formerly represented by that such Certificate or Certificates, holder has the right to receive (and the Certificate(sFractional Share Cash Amount) pursuant to the provisions of Section 1.5; and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IISection 1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time each Certificate shall be deemed Time, to represent only the right to receive the Merger Consideration shares of Saffron Common Stock (and cash the Fractional Share Cash Amount). If any Company Stock Certificate shall have been lost, stolen or destroyed, Saffron may, in lieu its discretion and as a condition precedent to the delivery of any fractional share as contemplated shares of Saffron Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Saffron against any claim suffered by Section 2.3) for each share of Saffron related to the lost, stolen or destroyed Company Stock Certificate or any Saffron Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parentissued in exchange therefor as Saffron may reasonably request. If a certificate representing Parent any certificates evidencing shares of Saffron Common Stock is are to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the surrendered Company Stock Certificate surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or payment thereof that such the Company Stock Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument executed form of assignment separate from the Company Stock Certificate and otherwise in proper form for transfer) , and accompanied that the Person requesting such exchange pay to Saffron any transfer or other tax required by evidence reason of the issuance of a new certificate for shares of Saffron Common Stock in any name other than that any applicable stock transfer taxes have of the registered holder of the Company Stock Certificate surrendered or otherwise establish to the satisfaction of Saffron that such tax has been paid or provided foris not payable.

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company Time but in no event later than three (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i3) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after business days following the Effective Time, the Exchange Agent (defined below) shall mail deliver to each holder of record of a Certificate certificate or Certificates certificates which as of the Effective Time represented outstanding shares of Bancorp Common Stock (each, a "Certificate"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicablethe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor the Merger Consideration for each share of Company therefor, MAF Common Stock formerly representing the number of shares of MAF Common Stock into which the shares of Bancorp Common Stock, theretofore represented by such the Certificate or Certificatesso surrendered, shall have been converted pursuant to the provisions of Section 1.2, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article II, from and after MAF shall direct the Effective Time each Certificate shall be deemed Exchange Agent to represent only make such payments within five business days of the right to receive the Merger Consideration (and cash in lieu receipt of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parentall required documentation. If a certificate representing Parent any payment for shares of Bancorp Common Stock is to be issued or made in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate for Bancorp Common Stock surrendered in for exchange therefor is registered, it shall be a condition to such issuance or the payment that such Certificate the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to MAF having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the certificate surrendered, or (b) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.establish to the satisfaction of

Surrender of Certificates. At or promptly Promptly, and in no event later than five (5) business days after the Effective Time, Parent shall make available cause to Equiserve L.P.be mailed to each person who was, or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after at the Effective Time, the Exchange Agent shall mail to each a holder of record of a Certificate or Certificates Shares (other than Shares held by those persons described in Section 1.8(a)(iv)) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates certificates shall pass, pass only upon proper delivery of the Certificates certificates to the Exchange AgentParent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and instructions for use in effecting the surrender of the Certificates certificates that, immediately prior to the Effective Time, represented any of such Shares in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicablepayment therefor. Upon surrender to Parent of a Certificate such certificates (or Certificates to the Exchange Agentaffidavit of loss or destruction in lieu thereof, including any suitable indemnity that may be reasonably required by Parent) ("Certificates"), together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, Parent shall instruct promptly the holder transfer agent for the Parent Common Stock (the "Transfer Agent") to issue and deliver to each stockholder of the Company who has surrendered Certificates pursuant hereto, at an address designated by such Certificate shall be stockholder, a stock certificate ("New Certificates") representing a number of shares of Parent Common Stock equal to the portion of the Merger Consideration that such stockholder is entitled to receive or has elected to receive pursuant to Section 1.8, net of amounts deposited into the Escrow Fund on behalf of each stockholder pursuant to Section 1.12, provided, however, that (i) stockholders of the Company who owe consideration to the Company as set forth on Section 2.11 of the Company Disclosure Schedule shall, prior to the Closing, repay such amounts to the Company in exchange therefor cash or surrender to the Merger Consideration for each share Company a number of shares of Company Common Stock formerly represented by such Certificate or Certificateshaving a value, and based on the Certificate(s) Common Consideration Per Share, equal to the consideration so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate owed (which shares shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu outstanding for purposes of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.calculating

Surrender of Certificates. At or promptly after After the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders each holder of shares of Company AISI Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares), upon surrender to ESI or its agent designated for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu such purpose of fractional shares pursuant to Section 2.3, and (ii) a certificate or certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional such shares, if applicable. Upon surrender of along with a Certificate or Certificates to transmittal letter in the Exchange Agentform described below and stock powers duly endorsed in blank, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s(x) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent the number of shares of ESI Common Stock into which such shares of AISI Common Stock shall have been converted pursuant to the provisions of Section 1.3 LESS the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a certificate representing the shares of ESI Common Stock determined to be Escrowed Property. If any certificate for shares of ESI Common Stock is to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate for AISI Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of transfer) and accompanied by evidence ESI or its agent that any applicable stock transfer taxes have such tax has been paid or is not payable. If any holder of AISI Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of Common Stock to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by ESI to indemnify and hold ESI and the transfer agent harmless. Promptly following the Closing, ESI's transfer agent shall deliver to AISI shareholders (i) a form of transmittal letter to be signed by each AISI shareholder providing for, among other things, transmittal of such shareholder's shares of AISI Common Stock to ESI's transfer agent, agreement to indemnification provisions contained in this Agreement, agreement to the escrow of shares of ESI Common Stock on behalf of such shareholder, to the extent provided forfor in Section 6.3, and the appointment of the Shareholder Representatives (as defined in Section 2.2); and (ii) a form of stock power to be endorsed in blank by each AISI Shareholder with respect to the shares of ESI Common Stock escrowed on behalf of such shareholder.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, MedicaLogic will cause its transfer agent (the Exchange Agent shall mail "Transfer Agent") to send a letter to each holder of record shares of Medscape Common Stock that have been converted into MedicaLogic Common Stock advising such holder that upon surrender to the Transfer Agent of a Certificate certificate or Certificates certificates representing such shares, along with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to in the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executedform enclosed therein, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent the number of shares of MedicaLogic Common Stock into which such shares of Medscape Common Stock shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of MedicaLogic Common Stock is to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate for Medscape Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the person requesting such exchange pay to MedicaLogic or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of transfer) and accompanied by evidence MedicaLogic or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of Medscape Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, MedicaLogic, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of MedicaLogic Common Stock to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to MedicaLogic (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by MedicaLogic to indemnify and hold MedicaLogic and the Transfer Agent harmless.

Surrender of Certificates. At or promptly after Upon the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders each holder of shares of Company MicroVision Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient outstanding immediately prior to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail upon surrender to each holder of record ESI or its agent designated for such purpose of a Certificate certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional such shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together along with such letter any letters of transmittal, stock powers duly executedendorsed in blank with respect to shares of ESI Common Stock escrowed as provided for in Section 6.3, the holder of such Certificate or other documents as may be reasonably requested by ESI or its agent, shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s(x) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent the number of shares of ESI Common Stock into which such shares of MicroVision Common Stock shall have been converted pursuant to the provisions of Section 1.3 less the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a certificate representing the shares of ESI Common Stock determined to be Escrowed Property. If any certificate for shares of ESI Common Stock is to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate for MicroVision Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of transfer) and accompanied by evidence ESI or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of MicroVision Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of Common Stock to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by ESI to indemnify and hold ESI and the transfer agent harmless.

Surrender of Certificates. (a) Prior to the Effective ------------------------- Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for the holders of shares of ------------ Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants in connection with the Merger to receive in trust funds to make the payments contemplated by Section 3.2. At or promptly after the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record a certificate theretofore evidencing shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (other than those which are held by any Subsidiary or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a Certificate or Certificates a notice and letter of transmittal (which shall specify that delivery shall be effected, advising such holder of the effectiveness of the Merger and risk of loss and title the procedure for surrendering to the Certificates shall pass, only upon proper delivery of the Certificates Paying Agent such certificate or certificates which immediately prior to the Exchange AgentEffective Time represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (the "Certificates") and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash the Applicable Merger Consideration deliverable ------------- in lieu of fractional shares, if applicablerespect thereof pursuant to this Article III. Upon the surrender of a Certificate or Certificates for cancellation to the Exchange AgentPaying Agent of such Certificates, together with such a letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the holder of such Certificate Paying Agent shall be promptly pay to the Person entitled to receive in exchange therefor thereto the Applicable Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceleddeliverable in respect thereof. Until surrendered as contemplated by this Article IIso surrendered, from and after the Effective Time each Certificate shall be deemed deemed, for all corporate purposes, to represent evidence only the right to receive upon such surrender the Applicable Merger Consideration (and cash deliverable in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by respect thereof to which such Certificate, and shall not evidence any Person is entitled pursuant to this Article III. No interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided foraccrued in respect of such cash payments.

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time but in no event later than three (3) business days following the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company Computershare Investor Services LLP (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3documentation reasonably acceptable to Purchaser and the Company consistent with the terms hereof, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate or Certificates certificates which, as of the Effective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicablethe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, a certificate evidencing the Merger Consideration for each share number of shares of Purchaser Common Stock into which the shares of Company Common Stock formerly Stock, theretofore represented by such the Certificate or Certificatesso surrendered, shall have been converted pursuant to the provisions of Section 1.2, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article II, from and after Purchaser shall direct the Effective Time each Certificate shall Exchange Agent to make such deliveries within three (3) business days of the receipt of all required documentation. If any Purchaser Common Stock to be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) exchanged for each share shares of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or delivered in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate surrendered in for exchange therefor is registered, it shall be a condition to such issuance or payment the exchange that such the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the Certificate surrendered, or (b) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be cancelled in exchange for the Merger Consideration payable with respect thereto as provided forin Section 1.2 above.

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time but in no event later than three (3) business days following the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company Computershare Investor Services LLP (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3documentation reasonably acceptable to Purchaser and the Company consistent with the terms hereof, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate or Certificates certificates which, as of the Effective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicablethe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, (i) a certificate evidencing the Merger Consideration for each share whole number of shares of Purchaser Common Stock into which the shares of Company Common Stock formerly Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.2, plus (ii) the aggregate amount of Per Share Cash Consideration which such Certificate or Certificatesholder would be entitled to receive pursuant to Section 1.2 plus, (iii) such additional cash amount, if any, payable in lieu of fractional shares in accordance with Section 1.5(c), and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article II, from and after Purchaser shall direct the Effective Time each Certificate shall Exchange Agent to make such deliveries within three (3) business days of the receipt of all required documentation. If any Purchaser Common Stock to be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) exchanged for each share shares of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or delivered in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate surrendered in for exchange therefor is registered, it shall be a condition to such issuance or payment the exchange that such the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the Certificate surrendered, or (b) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be cancelled in exchange for the Merger Consideration payable with respect thereto as provided forin Section 1.2 above.

Surrender of Certificates. At or promptly after After the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders each holder of shares of Company Chip Star Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient outstanding immediately prior to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail upon surrender to each holder of record ESI or its agent designated for such purpose of a Certificate certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shares shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s(x) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent the number of shares of ESI Common Stock into which such shares of Chip Star Common Stock shall have been converted pursuant to the provisions of Section 1.3 less the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a certificate representing the shares of ESI Common Stock determined to be Escrowed Property. If any certificate for shares of ESI Common Stock is to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate for Chip Star Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of transfer) and accompanied by evidence ESI or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of Chip Star Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of Common Stock to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by ESI to indemnify and hold ESI and the transfer agent harmless.

Surrender of Certificates. At or promptly after (a) Trustee as Exchange and Company Securityholders Agent. In ----------------------------------------------------- the event that the Merger is approved by Company Securityholders, each Company Securityholder (except any Dissenting Shareholders) by virtue of such approval of this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the Effective TimeTime and without further act of any Company Securityholder, Parent shall make available to Equiserve L.P.Xxxxxx Xxxxx, or a bank reasonably acceptable to Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxxxxxxx, as Trustees for the Company Trust (the together with permitted successors, "Exchange Merger ------ Agent"), his true and lawful agent and attorney-in-fact to ----- enter into any agreement in trust for connection with the benefit of the holders of shares of Company Common Stock for exchange in accordance with transactions contemplated by this Article IIAgreement, to (i) cash in an amount sufficient to pay cash in lieu exercise all or any of fractional shares pursuant to Section 2.3the powers, authority and discretion conferred on him under any provision of the Agreement, (ii) certificates representing waive any terms and conditions of any such agreement on behalf of the aggregate number Company Securityholders, (iii) give and receive notices and communications on his behalf and to be his exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Company or such Company Securityholders may be entitled to indemnification, (iv) authorize delivery to Parent of shares of Parent Common Stock issuable pursuant from the Trust assets in satisfaction of claims by Dissenting Shareholders and from the Escrow Fund in satisfaction of claims by Parent, (v) object to Section 2.1 hereofthe deliveries referred to (iv), above, and (vi) take all actions necessary or appropriate in the judgment of Merger Agent for the accomplishment of the foregoing and the Merger Agent agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. Promptly after Notices or communications to or from the Effective Time, the Exchange Merger Agent shall mail constitute notice to or from each holder of record the Company Securityholders other than the Dissenting Shareholders. A decision, act, consent or instruction of the Merger Agent shall constitute a Certificate or Certificates a letter decision of transmittal (which shall specify that delivery all the Company Securityholders other than the Dissenting Shareholders and the Trust and shall be effectedfinal, binding and risk of loss and title to the Certificates shall pass, only conclusive upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder each of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificatesstockholders, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IIEscrow Agent and Parent may rely upon any such decision, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive act, consent or instruction of the Merger Consideration (Agent as being the decision, act, consent or instruction of each and cash every such stockholder of the Company. The Escrow Agent and Parent are hereby relieved from any liability to any Company Securityholder for any acts done by them in lieu reliance on such decision, act, consent or instruction of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forMerger Agent.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, MDLI will cause its transfer agent (the Exchange Agent shall mail "Transfer Agent") to send a letter to each holder of record shares of Total eMed Common Stock that have been converted into MDLI Common Stock advising such holder that upon surrender to the Transfer Agent of a Certificate certificate or Certificates certificates representing such shares, along with a letter of transmittal (which shall specify that delivery shall be effectedin the form enclosed therein, and risk stock powers duly endorsed in blank with respect to shares of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent MDLI Common Stock and cash escrowed as provided for in lieu of fractional sharesSection 7.2, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executedother documents as may be reasonably requested by MDLI or its agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent the number of shares of MDLI Common Stock into which such shares of Total eMed Common Stock shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of MDLI Common Stock is to be issued or in a cash payment in lieu of fractional share interests is to be made to a person name other than that in which the one in whose name the Certificate certificate for Total eMed Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the person requesting such exchange pay to MDLI or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the reasonable satisfaction of transfer) and accompanied by evidence MDLI or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of Total eMed Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, MDLI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of MDLI Common Stock to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to MDLI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by MDLI to indemnify and hold MDLI and the Transfer Agent harmless.

Surrender of Certificates. At or promptly after the Effective Time, Parent Purchaser shall make available or cause to Equiserve L.P.be made available to Registrar and Transfer Company, or a bank reasonably acceptable to third party selected by agreement of Purchaser and the Company (the "“Exchange Agent"), ”) amounts sufficient in trust the aggregate to provide all funds necessary for the benefit Exchange Agent to make payments of the Merger Consideration to holders of shares of Company Common Stock for exchange in accordance with this Article IIissued and outstanding immediately prior to the Effective Time. Purchaser shall use its reasonable best efforts to cause the Exchange Agent to mail, within three (3) business days of the later to occur of (i) cash in an amount sufficient to pay cash in lieu the approval of fractional shares pursuant to Section 2.3the stockholders of the Company of the Merger and this Agreement, and or (ii) certificates representing the aggregate number receipt of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Timeall approvals from Governmental Authorities, the Exchange Agent shall mail to each person who was, at such date, a holder of record of a Certificate or Certificates issued and outstanding Company Common Stock, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions (the “Letter”) for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock Company Certificate(s). Within five (5) business days of the Effective Time, Purchaser shall cause the Exchange Agent to mail another Letter to all holders of record who have not returned a completed Letter and cash in lieu of fractional shares, if applicablethe Company Certificates. Upon surrender of a Certificate or Certificates to the Exchange AgentAgent of such Certificates (or such documentation and indemnification as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such letter of transmittalLetter, duly executedexecuted and completed in accordance with the instructions thereto, the holder Exchange Agent shall within three (3) business days of the receipt of the required documents pay to the persons entitled thereto a check in the amount to which such Certificate shall be entitled persons are entitled, after giving effect to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parentrequired tax withholdings. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name registered holder of the Certificate surrendered in exchange therefor is registeredCompany Certificate(s) surrendered, it shall be a condition to of such issuance or payment that such Certificate the Company Certificate(s) so surrendered shall be properly endorsed (or accompanied otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the Company Certificate(s) and accompanied by evidence surrendered or established to the satisfaction of Purchaser or the Exchange Agent that any applicable stock transfer taxes have such tax has been paid or provided foris not applicable. On the first anniversary of the Closing Date, Purchaser shall be entitled to cause the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Agent which have not been disbursed to holders of Company Certificates outstanding at the Effective Time. Thereafter, such holders shall be entitled to look to Purchaser only as a general creditor thereof with respect to the cash payable upon due surrender of their Company Certificates.

Surrender of Certificates. At or promptly after (a) Prior to the Effective Time, Parent shall make available to Equiserve L.P., or designate a bank or trust company reasonably acceptable satisfactory to the Company to act as agent (the "Exchange Paying Agent"), in trust ) for the benefit of the holders of shares of Company Common Stock for exchange in accordance connection with this Article II, (i) cash the Merger to receive in an amount sufficient trust the funds to pay cash in lieu which holders of fractional shares of Company Common Stock shall become entitled pursuant to Section 2.31.6(a). On or prior to the Effective Time, and (ii) certificates representing Parent or Purchaser shall deposit, or cause to be deposited, with the aggregate number Paying Agent for the benefit of holders of shares of Parent Company Common Stock issuable the aggregate Merger Consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.1 hereof1.6(a). Promptly Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to holders of shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Purchaser and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate or Certificates certificate representing shares of Company Common Stock (a "Certificate"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPaying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu payment of fractional shares, if applicablethe Merger Consideration. Upon surrender of a Certificate or Certificates for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or CertificatesCertificate, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 2.1, from and after the Effective Time each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and in cash in lieu of any fractional share as contemplated by this Section 2.32.1. If any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or Parent, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation or Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration such holder is entitled to receive pursuant to this Section 2.1. (c) for each share At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock formerly on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. All cash paid pursuant to this Article II upon the surrender or exchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificate. (d) At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any earnings received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates. If any Certificates representing shares of Company Common Stock shall not evidence have been surrendered immediately prior to such date on which the Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, any such cash, shares, dividends or distributions payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest inof any person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock and Company Options such amounts that Parent, Purchaser, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended ( the "Code"), the rules and regulations promulgated thereunder or any right provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to exercise the rights holder of a stockholder of, Parent. If a certificate representing Parent shares of Company Common Stock is to be issued and Company Options in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.Paying Agent. Section 2.2

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time but in no event later than five (5) business days following the Effective Time, Parent shall make available to Equiserve L.P.LaSalle Bank, N.A. or a bank such other firm selected by Private and reasonably acceptable to the Company Piedmont (the "“Exchange Agent"”), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3documentation reasonably acceptable to Private and Piedmont consistent with the terms hereof, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash the Merger Consideration (in lieu the form or forms determined in accordance with the provisions of fractional shares, if applicableSection 1.6). Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, (i) a certificate evidencing the Merger Consideration for each share whole number of Company shares of Private Common Stock formerly into which the shares of Piedmont Common Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.6, if any, plus (ii) a check for the aggregate amount of cash, without interest, which such Certificate or Certificatesholder would be entitled to receive pursuant to Section 1.6, and the Certificate(s) if any, including any cash amount payable in lieu of fractional shares in accordance with Section 2.1(c). Certificates so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article II, from and after Private shall direct the Effective Time each Certificate shall be deemed Exchange Agent to represent only make such deliveries within five (5) business days of the right to receive the Merger Consideration (and cash in lieu receipt of all required documentation. If any fractional share as contemplated by Section 2.3) for each share of Company Private Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights be exchanged for shares of a stockholder of, Parent. If a certificate representing Parent Piedmont Common Stock is to be issued or delivered in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate surrendered in for exchange therefor is registered, it shall be a condition to such issuance or payment the exchange that such the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Private having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the Certificate surrendered, or (b) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of Piedmont of any shares of Piedmont Common Stock outstanding immediately prior to the Effective Time and any such shares of Piedmont Common Stock presented to the Exchange Agent shall be cancelled in exchange for the Merger Consideration payable with respect thereto as provided forin Section 1.6 above.

Surrender of Certificates. At or promptly Promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company will cause its transfer agent (the "Exchange Transfer Agent"), in trust for the benefit of the holders ) to send a letter to each holder of shares of Company Common Stock for exchange in accordance with this Article II, (i) that have been converted into Parent Common Stock and cash in an amount sufficient advising such holder that upon surrender to pay cash in lieu the Transfer Agent of fractional shares pursuant to Section 2.3, and (ii) a certificate or certificates representing such shares, along with a letter of transmittal in the aggregate form enclosed therein, the holder shall be entitled to receive a certificate representing the number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with into which such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share shares of Company Common Stock formerly represented by such Certificate or Certificates, and shall have been converted pursuant to the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu provisions of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent1.3. If a any certificate representing for shares of Parent Common Stock is to be issued issued, or a the cash payment in lieu portion of fractional share interests the Merger Consideration is to be made paid, to a person Person other than the one in Person whose name the Certificate certificate for Company Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or and payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the Person requesting such exchange pay to Parent or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of transfer) and accompanied by evidence Parent or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of Company Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, Parent, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of Parent Common Stock and cash to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to Parent (a) that such Person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the Person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by Parent to indemnify and hold Parent and the Transfer Agent harmless.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "“Exchange Agent"”), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.

Surrender of Certificates. At or promptly Within ten (10) Business Days after the Effective TimeClosing Date, Parent shall make available deliver (or cause its counsel or transfer agent to Equiserve L.P., or deliver) to each Stockholder that is entitled to receive a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit portion of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates Adjusted Gross Merger Consideration a letter of transmittal in the form attached hereto as Exhibit B (which shall specify the “Letter of Transmittal”) and such other documents as may be reasonably required by Parent to be used by each Stockholder of record of one or more certificates evidencing ownership of Company Shares that delivery shall be effected, and risk of loss and title converted into the right to receive the Certificates shall pass, only upon proper delivery applicable portion of the Certificates Adjusted Gross Merger Consideration and Earn-Out Payment pursuant to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicableSection 3.1(c). Upon surrender to Parent (or Parent’s counsel or transfer agent, as directed in the Letter of a Certificate or Certificates to the Exchange AgentTransmittal) of each such certificate held by such Stockholder for cancellation, together with such letter Letter of transmittal, Transmittal duly completed and executed, the holder of and such Certificate other documents, such Stockholder shall be entitled to receive in exchange therefor the applicable portion of the Adjusted Gross Merger Consideration for each share of and Earn-Out Payment, without interest, into which such Company Common Stock formerly Shares theretofore represented by such Certificate or Certificatescertificate shall have been converted pursuant to Section 3.1(c), and the Certificate(s) certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Shares that is not registered in the stock transfer records of the Company, payment may be made to a Person other than the Person in whose name the certificate so surrendered is registered, if such certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 3.4(a), from and each certificate (other than certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time each Certificate shall be deemed to represent only the right to receive upon such surrender the applicable portion of the Adjusted Gross Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Earn-Out Payment, without interest, into which the Company Common Stock formerly Shares theretofore represented by such Certificate, and certificate shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forconverted pursuant to Section 3.1.

Surrender of Certificates. At or promptly Prior to the Effective Time, Omnitek shall designate its legal counsel, Chachas Law Group P.C., to act as the exchange agent (the “Exchange Agent”) in the Merger. Promptly after the Effective Time, Parent Omnitek shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock Agent for exchange in accordance with this Article IISection 1.7, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Omnitek Common Stock issuable pursuant to Section 2.1 hereof1.5 in exchange for all issued and outstanding shares of Pensare Common Stock. Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be delivered to each holder of record of a Certificate certificate or Certificates certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Pensare Common Stock whose shares were converted to the right to receive shares of Omnitek Common Stock pursuant to Section 1.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentAgent and shall be in such form and shall have such other provisions as Omnitek may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent shares of Omnitek Common Stock and cash in lieu of fractional shares, if applicableStock. Upon surrender of a Certificate or Certificates for cancellation to the Exchange Agent, Agent together with such letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, the holder of such the Certificate shall be entitled to receive in exchange therefor therefore a certificate representing the Merger Consideration for each share number of Company whole shares of Omnitek Common Stock formerly represented by in accordance with Section 1.5, to which such Certificate or Certificatesholder is entitled pursuant to Section 1.5, and the Certificate(s) Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IIso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Pensare Common Stock will be deemed from and after the Effective Time each Certificate shall be deemed Time, for all corporate purposes, to represent only evidence the right to receive ownership of the Merger Consideration (and cash in lieu number of any fractional share as contemplated by Section 2.3) for each share full shares of Company Omnitek Common Stock formerly represented by into which such Certificate, and shall not evidence any interest in, or any right to exercise the rights shares of a stockholder of, Parent. If a certificate representing Parent Pensare Common Stock is shall and have been so converted in accordance with Section 1.5. Any and all shares certificates representing shares of Omnitek Common Stock issued or to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered upon conversion and in exchange therefor is registered, it for the Pensare Common Stock shall be held by Omnitek along with a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forduly executed Stock Power in blank.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates and a Company Promissory Note, as the case may be, for cancellation to the Escrow and Exchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Escrow and Exchange Agent, the holder of such Certificate and Company Promissory Note, as the case may be, shall be entitled to receive in exchange therefor that portion of the Merger Consideration for each share set forth on the Merger Consideration Allocation Schedule (together with cash in lieu of Company Common Stock formerly represented by fractional shares) that such Certificate or Certificatesholder has the right to receive pursuant to the provisions of this Article II, and the Certificate(s) Certificate and Company Promissory Note, as the case may be, so surrendered shall forthwith be canceled. Until such time as (i) a holder of a Certificate and a Company Promissory Note shall have duly executed and delivered a Letter of Transmittal to Parent or the Escrow and Exchange Agent in respect of such Certificate and Company Promissory Note and (ii) that portion of the Merger Consideration set forth on the Merger Consideration Allocation Schedule is issued to or at the direction of the holder of a surrendered Certificate or Company Promissory Note, such Merger Consideration that would be issuable to the holder of such Certificate or Company Promissory Note shall not be issued to such holder, shall not be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company Capital Stock or Company Promissory Note that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a person other than the person in whose name the Certificate or Company Promissory Note so surrendered is registered, if such Certificate or Company Promissory Note shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of the Merger Consideration to a person other than the registered holder of such Certificate or Company Promissory Note or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 2.05, from and each Certificate or Company Promissory Note shall be deemed at any time after the Effective Time each Certificate shall be deemed to represent only the right to receive the upon such surrender Merger Consideration (and as contemplated by this Section 2.05. No interest shall be paid or accrue on any cash payable in lieu of any fractional share as contemplated by Section 2.3) for each share shares of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued upon surrender of any Certificate or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forCompany Promissory Note.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent SynQuest or its agent shall mail send or cause to be sent to each holder former stockholder of record of a Certificate or Certificates a letter of Viewlocity at the Effective Time transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions materials for use in effecting the surrender exchanging certificates of the Certificates in exchange Viewlocity Capital Stock (“Certificates”) for certificates representing Parent of SynQuest Common Stock and cash or for cash, as appropriate in lieu of fractional shares, if applicableaccordance with Section 2.1. Upon surrender of a Certificate or Certificates to After the Exchange Agent, together with such letter of transmittal, duly executedEffective Time, the holder of such Certificate Certificate, upon surrender thereof to SynQuest or an agent designated by SynQuest, together with duly executed transmittal materials or upon compliance by the holder or holders thereof with SynQuest’s procedures with respect to lost, stolen or destroyed certificates, shall be entitled to receive in exchange therefor the Merger Consideration for each share (i) any payment due in lieu of Company fractional shares and certificates evidencing that number of whole shares of SynQuest Common Stock which such holder has the right to receive in accordance with Section 2.1 in respect of the shares of Viewlocity Series F Preferred Stock formerly represented evidenced by such Certificate Certificate, less such holder’s pro-rata portion of the Escrow Shares as set forth on Schedule 2.3 (the “Viewlocity Series F Initial Consideration”) or Certificates(ii) cash consideration which such holder has the right to receive in accordance with Section 2.1 in respect of the shares of Viewlocity Common Stock, Viewlocity Series E Preferred Stock, or Viewlocity Series F-1 Preferred Stock (together with the Viewlocity Series F Initial Consideration, the “Initial Consideration”) (the aggregate Initial Consideration and the Escrow Shares being, collectively, the “Merger Consideration”), and the Certificate(s) Certificate so surrendered shall forthwith be canceled. Until surrendered In the event of a transfer of ownership of shares of Viewlocity Capital Stock, which is not registered in the transfer records of Viewlocity as contemplated by of the Effective Time, SynQuest Common Stock and/or cash may be issued and paid in accordance with this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made II to a person other than the one in whose name transferee if the Certificate surrendered in exchange therefor evidencing such shares is registeredpresented to SynQuest, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) all documents required to evidence and accompanied effect such transfer pursuant to this Section 2.3 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each Certificate that, prior to the Effective Time, represented shares of Viewlocity Capital Stock will be deemed from and after the Effective Time, for all corporate purposes to represent the right to receive upon such surrender the number of full shares of SynQuest Common Stock or cash to be issued in consideration therefor upon surrender of the Certificate in accordance with this Section 2.3 and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.3(g). No interest shall be paid or provided forwill accrue on any cash payable to holders of Certificates pursuant to any provision of this Article II. Notwithstanding the foregoing, the right of any holder of one or more Certificates evidencing outstanding shares of Viewlocity Series F Preferred Stock to receive from SynQuest one or more certificates evidencing shares of SynQuest Common Stock will be conditioned on such holder’s delivery to SynQuest, together with such holder’s one or more Certificates, of an executed Investor Questionnaire, substantially in the form of Exhibit B hereto.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank or trust company reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT"), in trust for the benefit of the holders of shares of Company Common Stock Shares for exchange in accordance with this Article IIIII, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 3.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates Certificate, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional sharesshares pursuant to Section 3.3 hereof, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock Share formerly represented by such Certificate or CertificatesCertificate, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article IIIII, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock Share formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, of Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests pursuant to Section 3.3 hereof is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forfor as specified in such letter of transmittal.

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company Time but in no event later than three (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i3) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after business days following the Effective Time, the Exchange Agent (defined below) shall mail deliver to each holder of record of a Certificate certificate or Certificates certificates which as of the Effective Time represented outstanding shares of Bancorp Common Stock (each, a "Certificate"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicablethe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor the Merger Consideration for each share of Company therefor, MAF Common Stock formerly representing the number of shares of MAF Common Stock into which the shares of Bancorp Common Stock, theretofore represented by such the Certificate or Certificatesso surrendered, shall have been converted pursuant to the provisions of Section 1.2, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Article II, from and after MAF shall direct the Effective Time each Certificate shall be deemed Exchange Agent to represent only make such payments within five business days of the right to receive the Merger Consideration (and cash in lieu receipt of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parentall required documentation. If a certificate representing Parent any payment for shares of Bancorp Common Stock is to be issued or made in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate for Bancorp Common Stock surrendered in for exchange therefor is registered, it shall be a condition to such issuance or the payment that such Certificate the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to MAF having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the certificate surrendered, or (b) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or provided for.are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of Bancorp of any shares of Bancorp Common Stock outstanding immediately prior to the

Surrender of Certificates. At or promptly after Prior to the Effective TimeDate, Parent MB and/or its subsidiaries and affiliates shall make available cause the Exchange Agent to Equiserve L.P.mail to each Seller Stockholder a letter of transmittal, or a bank reasonably acceptable which among other matters shall specify how the surrender of Seller Common stock certificates in exchange for the Purchase Consideration shall be effected (the “Letter of Transmittal”). There shall be no obligation to deliver the Purchase Consideration in respect of any shares of Seller Common until (and then only to the Company (extent that) the "Exchange Agent")holder thereof surrenders the holder’s certificate evidencing the shares of Seller Common for exchange as provided in this Paragraph 4, or, in trust for lieu thereof, delivers to the benefit Exchange Agent an appropriate affidavit of the holders of shares of Company Common Stock for exchange in accordance with this Article IIloss and an indemnity agreement, (i) cash secured by a surety bond issued by a well-recognized surety company reasonably satisfactory to MB, in an amount sufficient equal to pay cash one hundred fifty percent (150%) of the value of the shares evidenced by the missing certificate, as may be required in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal any such case by MB in their reasonable discretion (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates discretion MB may delegate to the Exchange Agent) and instructions for use in effecting the surrender ). If any payment of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Purchase Consideration for each share shares of Company Seller Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to in a person name other than that in which the one in whose name the Certificate certificate for Seller Common surrendered in for exchange therefor is registered, it shall be a condition to such issuance or the payment that such Certificate the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the certificate surrendered, or (ii) and accompanied by evidence establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Date, there shall be no transfers on the stock transfer books of Seller of any shares of Seller Common outstanding immediately prior to the Effective Date and any such shares of Seller Common presented to the Exchange Agent shall be cancelled in exchange for the aggregate Purchase Consideration payable with respect thereto as provided forin Paragraph 3 hereof.

Surrender of Certificates. (a) Apricus and the Company agree to use the Exchange Agent as exchange agent in the Merger. At or promptly after the Effective Time, Parent Apricus shall make available to Equiserve L.P., or a bank reasonably acceptable to deposit with the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, : (i) cash in an amount sufficient to pay cash in lieu evidence of fractional book-entry shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Apricus Common Stock issuable pursuant to Section 2.1 hereof1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Apricus Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent shall to mail to each holder the Persons who were record holders of record shares of a Certificate or Certificates Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Apricus may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent); and (ii) and instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing Parent book-entry shares of Apricus Common Stock and cash in lieu of fractional shares, if applicableStock. Upon surrender of a Company Stock Certificate or Certificates to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably required by the Exchange Agent or Apricus: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration for each (in a number of whole shares of Apricus Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Company Apricus Common Stock formerly represented by such pursuant to the provisions of Section 1.5(c)); and (B) the Company Stock Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IISection 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time each Certificate shall be deemed Time, to represent only the right to receive book-entry shares of Apricus Common Stock representing the Merger Consideration (and cash in lieu of any fractional share of Apricus Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Apricus may, in its discretion and as contemplated a condition precedent to the delivery of any shares of Apricus Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Apricus against any claim suffered by Apricus related to the lost, stolen or destroyed Company Stock Certificate or any Apricus Common Stock issued in exchange therefor as Apricus may reasonably request. 6 Exhibit 2.1 (c) No dividends or other distributions declared or made with respect to Apricus Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Apricus Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 2.31.8 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) for each share Any portion of the Exchange Fund that remains undistributed to holders of Company Common Stock formerly represented by such CertificateCertificates as of the date that is 180 days after the Closing Date shall be delivered to Apricus upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall not evidence any interest inthereafter look only to Apricus for satisfaction of their claims for Apricus Common Stock, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is shares of Apricus Common Stock and any dividends or distributions with respect to shares of Apricus Common Stock. (e) Each of the Exchange Agent, Apricus and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as are required to be made deducted or withheld from such consideration under the Code or under any other applicable Law. To the extent such amounts are so deducted or withheld, and remitted to a person other than the one in whose name the Certificate surrendered in exchange therefor is registeredappropriate taxing authority, it such amounts shall be a condition treated for all purposes under this Agreement as having been paid to the Person to whom such issuance amounts would otherwise have been paid. (f) No party to this Agreement shall be liable to any holder of any Company Stock Certificate or payment that such Certificate be properly endorsed to any other Person with respect to any shares of Apricus Common Stock (or accompanied by an appropriate instrument of transferdividends or distributions with respect thereto) and accompanied by evidence that or for any cash amounts delivered to any public official pursuant to any applicable stock transfer taxes have been paid abandoned property law, escheat law or provided for.similar Law. 1.9

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate certificate or Certificates certificates which immediately prior to the Exchange AgentEffective Time evidenced outstanding shares of Tilion Capital Stock (the “Certificates”) for cancellation to Synquest and, together with such letter respect to holders of transmittalPreferred Stock, duly executeda completed Investor Questionnaire in the form of Exhibit B hereto, the holder of such Certificate shall be entitled to receive in exchange therefor (i) with respect to the Merger Consideration for each share Tilion Preferred Stock issued and outstanding immediately prior to the Effective Time, certificates evidencing that number of Company whole shares of Synquest Series A Preferred Stock which such holder has the right to receive in accordance with Section 2.1(b) (the “Synquest Certificates”) in respect of the shares of Tilion Preferred Stock formerly evidenced by such Certificate and cash in lieu of fractional shares of Synquest Series A Preferred Stock to which such holder is entitled pursuant to Section 2.3(f), subject to adjustment following the Closing as described in Section 2.5 below (the “Preferred Stock Consideration”) and (ii) with respect to the Tilion Common Stock issued and outstanding immediately prior to the Effective Time, the consideration which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Tilion Common Stock formerly represented evidenced by such Certificate or Certificates(the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), and the Certificate(s) Certificate so surrendered shall forthwith be canceled. Until surrendered In the event of a transfer of ownership of shares of Tilion Capital Stock which is not registered in the transfer records of Tilion as contemplated by this Article II, from and after of the Effective Time each Certificate shall be deemed to represent only the right to receive Time, the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to may be issued or a cash payment paid in lieu of fractional share interests is to be made accordance with this Article II to a person other than the one in whose name transferee if the Certificate surrendered in exchange therefor evidencing such shares is registeredpresented to Synquest, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) all documents required to evidence and accompanied effect such transfer pursuant to this Section 2.3 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each Certificate that, prior to the Effective Time, represented shares of Tilion Capital Stock will be deemed from and after the Effective Time for all corporate purposes to represent only the right to receive upon such surrender the applicable Merger Consideration in accordance with this Article II. No interest shall be paid or provided forwill accrue on any cash payable to holders of Certificates pursuant to any provision of this Article II.

Surrender of Certificates. At or promptly From and after the Effective TimeClosing Date, Parent shall make available to Equiserve L.P.Boston EquiServ or such other bank and trust company as the Company, or a bank reasonably acceptable at least five days prior to the mailing of the Company Proxy Statement (as defined in Section 3.9), shall designate and Holdings shall approve (which approval shall not be unreasonably withheld), shall act as exchange agent (the "Exchange Agent")) in effecting the reclassification by the exchange for cash and New Common Stock of certificates that, in trust for prior to the benefit of the holders of Closing Date, represented shares of Company Old Common Stock for exchange entitled to payment in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares and New Common Stock pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof1.3(a). Promptly As soon as practicable after the Effective TimeClosing Date, the Exchange Agent shall mail send a notice and transmittal form to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title Old Common Stock immediately prior to the Certificates shall pass, only upon proper delivery Closing Date advising such holder of the Certificates effectiveness of the Recapitalization and the procedure for surrendering to the Exchange AgentAgent (who may appoint forwarding agents with the approval of the Company) and instructions for use in effecting the certificate or certificates to be exchanged pursuant to the Recapitalization. Upon the surrender for exchange of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of such a Certificate or Certificates to the Exchange Agentcertificate, together with such letter of transmittal, transmittal duly executedcompleted and properly executed in accordance with instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled paid promptly, without interest thereon and subject to receive in exchange therefor any required withholding of taxes, the Merger Consideration for each share amount of Company cash and New Common Stock formerly represented by to which such Certificate or Certificatesholder is entitled hereunder, and the Certificate(s) so surrendered such certificate shall forthwith be canceled. Until so surrendered as contemplated by this Article IIand exchanged, from and after each certificate which immediately prior to the Effective Time each Certificate Closing Date represented outstanding shares of the Old Common Stock shall be deemed to represent only solely the right to receive the Merger Consideration (cash and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company New Common Stock formerly into which the Old Common Stock it theretofore represented by such Certificateshall have been converted pursuant to Section 1.3(a), and shall not evidence subject to any interest in, or any right to exercise the rights required withholding of a stockholder of, Parenttaxes. If a certificate representing Parent any payment for Old Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one person in whose name the Certificate certificates for such shares surrendered in exchange therefor is registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the delivery of such issuance check to a person other than the registered owner of the certificate surrendered or payment shall establish to the satisfaction of the Exchange Agent that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have tax has been paid or provided foris not applicable.

Surrender of Certificates. At or promptly As soon as practicable after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company Time but in no event later than three (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i3) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after business days following the Effective Time, the Exchange Agent shall mail deliver to each holder of record of a Certificate certificate or Certificates certificates which, as of the Effective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock the Merger Consideration. The foregoing letter of transmittal and cash in lieu instructions shall be subject to prior approval of fractional shares, if applicablethe Company. Upon surrender of a Certificate for cancellation to the Exchange Agent (or Certificates a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, a certificate evidencing the Merger Consideration for each share number of shares of Purchaser Common Stock into which the shares of Company Common Stock formerly Stock, theretofore represented by such the Certificate or Certificatesso surrendered, and shall have been converted pursuant to the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article IIprovisions of Section 1.2 (and, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and where applicable, cash in lieu of fractional shares, also pursuant to the provisions of Section 1.2) and the Certificate so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within three (3) business days of the receipt of all required documentation. If any fractional share as contemplated by Section 2.3) Purchaser Common Stock to be exchanged for each share shares of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or delivered in a cash payment in lieu of fractional share interests is to be made to a person name other than the one that in whose name which the Certificate surrendered in for exchange therefor is registered, it shall be a condition to such issuance or payment the exchange that such the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the certificate surrendered, or (b) and accompanied by evidence establish to the satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be cancelled in exchange for the Merger Consideration payable with respect thereto as provided forin Section 1.2 above.

Surrender of Certificates. At or promptly (a) From and after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable or trust company to be designated by Parent, with the prior approval of the Company (the "Exchange Paying Agent"), shall act as exchange agent in trust effecting the exchange, for the benefit of Per Share Amount multiplied by the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares Shares formerly represented thereby, of Parent Common Stock issuable pursuant certificates (the "Certificates") that, prior to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail represented Shares, which Shares have become entitled to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title payment pursuant to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting Section 2.6. Upon the surrender of each Certificate and the Certificates delivery by the Paying Agent of the Per Share Amount in exchange for certificates representing Parent Common Stock and cash in lieu of fractional sharestherefor, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall forthwith be entitled cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and Dissenting Shares) shall represent solely the right to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly Per Share Amount applicable to the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from accrue on any amount payable on and after the Effective Time each by reason of the Merger upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate accompanied by a properly executed letter of transmittal (referred to in Section 2.9(c)), the holder shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly Per Share Amount applicable to the Shares represented by such Certificatethereby, and shall not evidence without any interest in, or any right to exercise the rights of a stockholder of, Parentthereon. If a certificate representing Parent Common Stock the Per Share Amount is to be issued or a cash payment in lieu of fractional share interests is to be made paid to a person other than the one person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such issuance payment or payment exchange that such Certificate so surrendered be properly endorsed (or accompanied otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Paying Agent any transfer or other taxes required by an appropriate instrument reason of transfer) and accompanied by evidence the payment of such Per Share Amount to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Paying Agent that any applicable stock transfer taxes have such tax has been paid or provided foris not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Per Share Amount or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Surrender of Certificates. At or promptly after (a) Prior to the Effective Time, Parent or Merger Sub shall make available designate American Stock Transfer & Trust Company or such other company that is then acting as the Parent’s stock transfer agent to Equiserve L.P.act as payment agent in connection with the Merger (the “Payment Agent”). At the Closing, or a bank reasonably acceptable Parent shall issue irrevocable instructions with the Payment Agent to issue the appropriate number of Parent Common Stock to the Company (Securityholders in accordance with the "Exchange Agent")Final Spreadsheet as provided to Parent by Company. At each Release Date, in trust Parent shall issue additional instructions to the Payment Agent for the benefit of the holders of shares of Company Common Stock for exchange Securityholders, the aggregate First Tranche Closing Share Amount and the Second Tranche Closing Share Amount, if any, to be distributed to the Stockholders on such Release Date in accordance with the terms of this Agreement (including the Securityholders’ indemnification obligations set forth in Article II, (i) cash in an amount sufficient VII). Parent shall require the Payment Agent to pay cash in lieu of fractional shares promptly distribute to each Securityholder any Merger Consideration to which such Securityholder is properly entitled pursuant to Section 2.3, the terms and (ii) certificates representing conditions of this Agreement upon the aggregate number Payment Agent’s satisfaction that it has received a properly executed Letter of shares Transmittal from a Stockholder or such other materials as are reasonably required thereby in respect of Parent Common Stock issuable pursuant to Section 2.1 hereofsuch entitlement from such Securityholder. Promptly after the Effective Time, and in any event within two Business Days following the Exchange Agent Effective Time, Parent shall mail cause to be mailed to each holder of record of a Certificate certificate or Certificates certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Common Stock (including shares of Common Stock issued on the exercise of Vested Options) and which shares were converted into the right to receive Parent Common Stock pursuant to Section 1.6, a letter of transmittal (which shall specify that delivery shall a “Letter of Transmittal”), such other documents as may reasonably be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agentrequired by Parent (including any required IRS Form W-8 or W-9) and instructions for use in effecting the surrender such holder’s delivery of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Payment Agent for Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceledConsideration. Until surrendered as contemplated by this Article IISection 1.9, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive its portion of the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, determined pursuant to this Agreement then due and shall not evidence any interest in, or any right to exercise the rights of a stockholder ofor other equity holder of Parent or the Surviving Corporation or any other rights. Notwithstanding the foregoing, Parentany surrendered Certificate that represents Dissenting Shares shall be returned to the Person surrendering such Certificate unless such Person waives all appraisal or dissenters’ rights at or prior to such time. If a certificate representing Parent Common Stock the Merger Consideration is to be issued or a cash payment in lieu of fractional share interests is to be made paid to a person Person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes and other applicable taxes have been paid or provided for. Parent shall reasonably assist the Company and the Payment Agent in developing arrangements for the delivery of the required materials to significant holders of Common Stock to facilitate the payment of the consideration payable hereunder in respect of such Common Stock to such holders promptly following the Effective Time.

Surrender of Certificates. At or promptly after Subject to Paragraph 4(e) hereof, prior to the Effective TimeDate, Parent the MBFI Parties shall make available cause the Exchange Agent to Equiserve L.P.mail to each Stockholder a letter of transmittal, or a bank reasonably acceptable to which among other matters shall specify how the Company surrender of Seller Common stock certificates in exchange for the Merger Consideration shall be effected (the "Exchange AgentLetter of Transmittal"). There shall be no obligation to deliver the Merger Consideration in respect of any shares of Seller Common until (and then only to the extent that) the holder thereof surrenders the holder's certificate evidencing the shares of Seller Common for exchange as provided in this Paragraph 4, or, in trust for lieu thereof, delivers to the benefit Exchange Agent an appropriate affidavit of loss and an indemnity agreement, secured by a surety bond issued by a well-recognized surety company reasonably satisfactory to the holders of shares of Company Common Stock for exchange in accordance with this Article IIMBFI Parties, (i) cash in an amount sufficient equal to pay cash one hundred fifty percent (150%) of the value of the shares evidenced by the missing certificate, as may be required in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing any such case by the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal MBFI Parties in their reasonable discretion (which shall specify that delivery shall be effected, and risk of loss and title to discretion the Certificates shall pass, only upon proper delivery of the Certificates MBFI Parties may delegate to the Exchange Agent) and instructions for use in effecting the surrender ). If any payment of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share shares of Company Seller Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to in a person name other than that in which the one in whose name the Certificate certificate for Seller Common surrendered in for exchange therefor is registered, it shall be a condition to such issuance or the payment that such Certificate the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent any transfer or accompanied other taxes required by an appropriate instrument reason of transferthe payment to a person other than the registered holder of the certificate surrendered, or (ii) and accompanied by evidence establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer such taxes have been paid or are not payable. From and after the Effective Date, there shall be no transfers on the stock transfer books of Seller of any shares of Seller Common outstanding immediately prior to the Effective Date and any such shares of Seller Common presented to the Exchange Agent shall be cancelled in exchange for the aggregate Merger Consideration payable with respect thereto as provided forin Paragraph 3 hereof.

Surrender of Certificates. At or promptly As soon as practicable, but no later than five (5) Business Days after the Effective Timedate hereof, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates certificate representing outstanding Company Shares (the “Certificates”) (1) a letter of transmittal in the form attached hereto as Exhibit D (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentTransmittal”) and (2) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu the Merger Consideration contemplated to be paid to the Company Stockholders pursuant to this Section 3.2. As a condition to each Certificate holder’s receipt of fractional sharesa portion of the Merger Consideration, if applicable. Upon surrender but subject to Section 3.6 hereof, each holder of a Certificate or Certificates shall (i) surrender a Certificate to the Exchange Representative or its designee for cancellation and (ii) deliver an executed Letter of Transmittal (which shall include a joinder to the Representative Agreement). Upon receipt by the Parent or the Transfer Agent, together with such letter as applicable, of transmittal, duly executedthe items set forth in the immediately preceding sentence (but in no event earlier than the Effective Time), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Preferred Share Merger Consideration for Consideration, or the Common Per Share Merger Consideration, as applicable (adjusted in each share of Company Common Stock formerly case as contemplated in Section 3.4 and Section 3.5 hereof) represented by such Certificate as set forth above, which Merger Consideration shall be payable upon such proper surrender by Parent or Certificatesthe Transfer Agent, as applicable, by delivery of a certified or bank cashier’s check or by wire transfer, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled upon delivery thereof to Parent or the Transfer Agent, as applicable. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall No interest will be deemed to represent only the right to receive paid or accrued on any portion of the Merger Consideration (and cash in lieu payable to holders of any fractional share as contemplated by Section 2.3) for each share Certificates. In the event of a transfer of ownership of Company Common Stock formerly represented by such CertificateShares that is not registered in the transfer records of the Company, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to may be made to a person other than the one in whose name transferee if the Certificate surrendered in exchange therefor representing such Company Shares is registeredpresented to Parent or the Transfer Agent, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or as applicable, accompanied by an appropriate instrument of transfer) all documents required to evidence and accompanied effect such transfer and by evidence that any applicable stock transfer taxes have been paid or provided forpaid. Notwithstanding any contrary provision set forth in this Agreement, neither Parent nor the Transfer Agent, nor the Representative shall pay to any holder of a Certificate that portion of the Merger Consideration represented by such Company Stockholder’s share of the Escrow Funds until such time as such amount, if any, is distributable pursuant to the terms and conditions of the General Escrow Agreement.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank As soon as reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a Certificate certificate or Certificates certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPaying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicablethe Merger Consideration. Upon surrender of a Certificate or Certificates for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmit tal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share amount of Company Common Stock formerly cash into which the Shares theretofore represented by such Certificate or Certificatesshall have been converted pursuant to Section 3.01, and the Certificate(s) Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after In the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights event of a stockholder oftransfer of ownership of Shares that is not registered in the transfer records of the Company, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to may be made to a person other than the one person in whose name the Certificate so surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that if such Certificate shall be properly endorsed (or accompanied otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by an appropriate instrument reason of transfer) and accompanied by evidence the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that any applicable stock transfer taxes have such tax has been paid or provided foris not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Surrender of Certificates. At or promptly Promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company will cause its transfer agent (the "Exchange “Transfer Agent"), in trust for the benefit of the holders ”) to send a letter to each holder of shares of Company Common Stock for exchange in accordance with this Article II, (i) that have been converted into Parent Common Stock and cash in an amount sufficient advising such holder that upon surrender to pay cash in lieu the Transfer Agent of fractional shares pursuant to Section 2.3, and (ii) a certificate or certificates representing such shares, along with a letter of transmittal in the aggregate form enclosed therein, the holder shall be entitled to receive a certificate representing the number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with into which such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share shares of Company Common Stock formerly represented by such Certificate or Certificates, and shall have been converted pursuant to the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu provisions of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent1.3. If a any certificate representing for shares of Parent Common Stock is to be issued issued, or a the cash payment in lieu portion of fractional share interests the Merger Consideration is to be made paid, to a person Person other than the one in Person whose name the Certificate certificate for Company Common Stock surrendered in exchange therefor is registered, it shall be a condition to such of the issuance or and payment thereof that such Certificate the certificate so surrendered shall be properly endorsed (and otherwise in proper form for transfer, and that the Person requesting such exchange pay to Parent or accompanied by an appropriate instrument its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of transfer) and accompanied by evidence Parent or its agent that any applicable stock transfer taxes have such tax has been paid or provided foris not payable. If any holder of Company Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, Parent, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall deliver to such holder the number of shares of Parent Common Stock and cash to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to Parent (a) that such Person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the Person who would be entitled to present each such certificate for conversion pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably requested by Parent to indemnify and hold Parent and the Transfer Agent harmless.

Surrender of Certificates. At or promptly after After the Effective TimeDate, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders each holder of shares of Company FSB Common Stock outstanding immediately prior to the Effective Date (other than shares held by FSC or shares as to which dissenters' rights have been perfected) shall, upon surrender for exchange in accordance with this Article IIcancellation of a certificate or certificates representing such shares to FSB or its agent designated for such purpose, (i) cash in an amount sufficient be entitled to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) receive a certificate or certificates representing the aggregate number of shares of Parent FSC Common Stock issuable into which such shares of FSB Common Stock shall have been converted pursuant to Section 2.1 hereofthe provisions set forth herein. Promptly after the Effective TimeUntil so surrendered, the Exchange Agent certificates which prior to the Merger represented shares of FSB Common Stock shall mail be deemed for all corporate purposes to evidence ownership of the shares of FSC Common Stock into which such shares of FSB Common Stock shall have been converted; provided, however, that no dividends with respect to shares of FSB Common Stock shall be paid until the holder shall have surrendered such certificates, at which time the holder shall be paid the amount of dividends, if any, without interest, which shall theretofore have become payable with respect to the shares of FSC Common Stock into which such shares of FSB Common Stock shall have been converted. No fractional shares of FSC Common Stock shall be issued in or as a result of the Merger. In lieu of any such fractional shares, as a mere mechanical rounding off for accounting purposes, each holder of record shares of FSB Common Stock who would otherwise have been entitled to a fraction of a Certificate or Certificates a letter share of transmittal FSC Common Stock upon surrender of stock certificates as provided in this Section 3.5 will, upon such surrender, be paid an amount of cash (which shall specify that delivery shall be effected, and risk of loss and title to without interest) determined by multiplying (a) the Certificates shall pass, only upon proper delivery average of the Certificates to daily closing prices of a share of FSC Common Stock as reported on the Exchange AgentNASDAQ Market during the period of five (5) and instructions for use in effecting consecutive trading days ending at the surrender end of the Certificates third trading day immediately preceding the Effective Date, by (b) the fractional share interest in exchange for certificates representing Parent FSC Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, which the holder of such Certificate shall would otherwise be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forentitled.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective TimeAs soon as practicable, the Exchange Agent Representatives or their designee shall mail to each holder of record of a Certificate or Certificates certificate representing outstanding Common Shares (the "CERTIFICATES") (1) a letter of transmittal transmittal, which shall be in a customary form reasonably satisfactory to Parent (including an undertaking to notify Parent of any changes in address of such Company Stockholder during the forty-eight (48) months following the Closing) and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery by such Company Stockholder of the his, her or its Certificates to the Exchange AgentRepresentatives or their designee, (2) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock the Merger Consideration contemplated to be paid to the Company Stockholders pursuant to this SECTION 3.2 and cash in lieu (3) a copy of fractional shares, if applicablethe Representative Agreement and a joinder thereto. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executedRepresentatives or their designee for cancellation, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly (adjusted as contemplated in SECTION 3.3 hereof) represented by such Certificate as set forth above, which Merger Consideration shall be payable upon such proper surrender by the Representatives or Certificatestheir designee by delivery of a certified or bank cashier's check or by wire transfer, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled upon delivery thereof to the Representatives or their designee. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall No interest will be deemed to represent only the right to receive paid or accrued on any portion of the Merger Consideration (and cash in lieu payable to holders of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise Certificates. In the rights event of a stockholder oftransfer of ownership of Common Shares that is not registered in the transfer records of the Company, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to may be made to a person other than the one in whose name transferee if the Certificate surrendered in exchange therefor representing such Common Shares is registeredpresented to Parent, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) all documents required to evidence and accompanied effect such transfer and by evidence that any applicable stock transfer taxes have been paid or provided forpaid.

Surrender of Certificates. At or promptly after the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Parent shall make available (the “Paying Agent”), as agent for the holders of shares of Company Common Stock to Equiserve L.P.be cancelled in accordance with Section 2.9, or a bank reasonably acceptable cash in the aggregate amount required to pay the aggregate amount of the Per Share Merger Consideration payable on the shares of Company Common Stock outstanding immediately prior to the Company (Effective Time. Pending distribution pursuant to Section 2.10(b) of the "Exchange cash deposited with the Paying Agent"), such cash shall be held in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares converted pursuant to Section 2.3, the Merger and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereofsuch cash shall not be used for any other purposes. Promptly after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Per Share Merger Consideration payable on shares of Company Common Stock pursuant to Section 2.9 hereof (the “Stockholders”), a Certificate or Certificates a form of letter of transmittal (which shall specify that delivery shall be effected, and risk in the form of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) Exhibit G attached hereto and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent shares of Company Common Stock and cash in lieu pursuant to such letter of fractional shares, if applicabletransmittal. Upon surrender to the Paying Agent of a Certificate or Certificates to the Exchange AgentCompany Stock Certificate, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration payable on shares of Company Common Stock for each share of Company Common Stock formerly represented evidenced by such Company Stock Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each such Company Stock Certificate shall thereupon be deemed to represent only cancelled. No interest shall accrue or be paid on the right to receive the Per Share Merger Consideration (and cash in lieu payable upon the surrender of any fractional share as contemplated by Section 2.3) Company Stock Certificate for each share the benefit of the holder of such Company Stock Certificate and any required withholding taxes on the Per Share Merger Consideration payable on shares of Company Common Stock formerly represented may be withheld by such CertificateParent, and shall not evidence any interest inthe Surviving Corporation, or any right the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to exercise the rights benefit of a stockholder of, Parent. If a certificate representing Parent Common Stock is and be paid to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forSurviving Corporation.

Surrender of Certificates. At As soon as practicable, but in no event later than five (5) business days, following the date hereof, the Shareholder Representative or promptly after its designee (e.g., any exchange agent engaged by the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust Shareholder Representative for the benefit purposes of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares satisfying its obligations pursuant to this Section 2.3, and (ii2.2(c) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate representing outstanding Common Shares (other than a certificate (or Certificates a letter portion thereof) representing Rollover Common Shares, the treatment of transmittal which is addressed in Section 2.9) (which shall specify that delivery shall be effected, and risk the “Certificates”) (i) the Letter of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentTransmittal (as defined below) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu the Merger Consideration contemplated to be paid to the Company Shareholders pursuant to this Section 2.2. As a condition to the receipt of fractional sharesa portion of the Merger Consideration, if applicable. Upon surrender each holder of a Certificate or Certificates shall (A) surrender a Certificate to the Exchange Agent, together with such Shareholder Representative or its designee for cancellation and (B) deliver an executed letter of transmittaltransmittal and any exhibits thereto. Upon receipt by the Shareholder Representative of the items set forth in the immediately preceding sentence, duly executed, (but in no event earlier than the Effective Time) the holder of such Certificate shall be entitled to receive in exchange therefor the Common Per Share Merger Consideration for each share of Company Common Stock formerly (subject to adjustment pursuant to Section 2.4) represented by such Certificate as set forth above, which Merger Consideration shall be payable by the Shareholder Representative or Certificatesits designee upon such proper surrender by delivery of a check or by wire transfer, and the Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled upon delivery thereof to the Shareholder Representative or its designee. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall No interest will be deemed to represent only the right to receive paid or accrued on any portion of the Merger Consideration (and cash in lieu payable to holders of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise Certificates. In the rights event of a stockholder oftransfer of ownership of Common Shares that is not registered in the transfer records of the Company, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to may be made to a person other than the one in whose name transferee if the Certificate surrendered in exchange therefor representing such Common Shares is registeredpresented to Parent, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) all documents required to evidence and accompanied effect such transfer and by evidence that any applicable stock transfer taxes have been paid paid. Notwithstanding any contrary provision set forth in this Agreement, the Shareholder Representative shall not pay to any holder of a Certificate that portion of the Merger Consideration represented by such Company Shareholder’s pro rata share of the Escrow Funds until such time as such amount, if any, is distributable pursuant to the terms and conditions of the Escrow Agreement. The Shareholder Representative or provided forits designee shall, as soon as reasonably practicable, deliver to the Company all Certificates it has received pursuant to this Section 2.2(c).

Surrender of Certificates. At (i) As soon as reasonably practicable after the Agreement Date, Acquirer shall mail or promptly after deliver, or cause to be mailed or delivered, a letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding on the Agreement Date; provided, however, to the extent any holder of record of Company Capital Stock as of immediately prior to the Effective Time has not received a Letter of Transmittal as of the Effective Time, Parent Acquirer shall make available to Equiserve L.P.mail or deliver, or cause to be mailed or delivered, a bank reasonably acceptable Letter of Transmittal to any such holder within two (2) Business Days following the Company (the "Exchange Agent")Effective Time. The Letter of Transmittal shall specify that, in trust for the benefit of the holders of with respect to shares of Company Common Capital Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient represented by physical certificates or instruments immediately prior to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective TimeTime(the “Certificates”), delivery of the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt thereof by Acquirer (or, in the case of the Certificates to the Exchange Agent) any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(i)), together with a properly completed and instructions for use in duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and shall be in such form and have such other provisions as Acquirer and the Certificate(s) so surrendered shall forthwith Company may mutually agree upon, including an agreement to be canceledbound by the provisions of Section 1.5 and Article VIII and to release Acquirer, the Company and the Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates, the Merger and/or the Transactions. Until surrendered as contemplated For clarity, holders of shares of Company Capital Stock represented by this Article II, from and after book-entry immediately prior to the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence be required to surrender any interest in, Certificates or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transferotherwise comply with Section 1.4(a)(i) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forwith respect thereto.

Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, Holdings shall cause the Exchange Agent shall to mail and otherwise make available to each record holder as of record the Effective Time of a Certificate an outstanding certificate or Certificates certificates that immediately prior to the Effective Time represented shares of AFC Common Stock (the "Certificates"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common payment therefor and conversion thereof, which letter of transmittal shall comply with all applicable rules and regulations of the NASDAQ Stock and cash in lieu of fractional shares, if applicableMarket ("NASDAQ"). Upon surrender of a Certificate or Certificates to the Exchange AgentAgent of the Certificates, together with such letter of transmittal, transmittal duly executed, the holder of such Certificate Certificates shall be entitled to receive promptly in exchange therefor a check representing the Merger Consideration for each share to which such holder shall have become entitled pursuant to Section 2.2 and the Plan of Company Common Stock formerly represented by such Certificate or CertificatesMerger, and the Certificate(s) Certificates so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive If any portion of the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights be received upon exchange of a stockholder of, Parent. If a certificate representing Parent Common Stock Certificate is to be issued or a cash payment in lieu of fractional share interests is to be made paid to a person other than the one person in whose name the Certificate surrendered in exchange and exchanged therefor is registered, it shall be a condition to of such issuance or payment that such the Certificate so surrendered shall be properly endorsed (or accompanied otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by an appropriate instrument reason of transfer) and accompanied by evidence the issuance of a check representing cash to such other person, or establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer taxes have such tax has been paid or provided forthat no such tax is applicable. From the Effective Time until surrender in accordance with the provisions of this Section 2.4 and the Plan of Merger, each Certificate (other than Certificates held by Holdings or any of its Subsidiaries) shall represent for all purposes only the right to receive the Merger Consideration. All payments in respect of AFC Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such securities.

Surrender of Certificates. At Each conversion of shares of Series 1997-A ------------------------- Preferred Stock shall be effected by the surrender of the certificate representing the shares of Series 1997-A Preferred Stock to be converted at the office of the savings bank or promptly after of the Effective Time, Parent shall make available trust company appointed by the savings bank for such purpose (or at such other location or locations in the continental United States as may from time to Equiserve L.P., or time be designated by the Secretary of the savings bank in a bank reasonably acceptable notice to the Company (the "Exchange Agent"), in trust for the benefit of the registered holders of shares of Company Series 1997-A Preferred Stock), together with any required stock transfer tax stamps and a written notice by the holder of such Series 1997-A Preferred Stock stating such holder's desire to convert such shares into Common Stock, the number (in whole shares) of shares to be converted, and the name or names (with addresses) in which such holder wishes the certificate or certificates for the shares of Common Stock to be issued and shall include instructions for exchange delivery thereof. Promptly after such surrender and the receipt by the savings bank of such written notice, each person named in accordance with this Article II, (i) cash in an amount sufficient the prescribed notice shall be entitled to pay cash in lieu of fractional shares pursuant to Section 2.3become, and (ii) certificates representing shall be registered in the aggregate original stock books of the savings bank as, the record holder of the number of shares of Parent Common Stock issuable pursuant upon such conversion. In the event less than all of the shares of Series 1997-A Preferred Stock represented by a certificate are to Section 2.1 hereof. Promptly after be converted by a holder, upon such conversion the Effective Timesavings bank shall issue and deliver, the Exchange Agent shall mail or cause to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effectedissued and delivered, and risk of loss and title to the Certificates shall pass, only upon proper delivery holder a certificate or certificates for the shares of Series 1997-A Preferred Stock not so converted. If the Certificates to savings bank calls for the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu redemption of any fractional share as contemplated by Section 2.3) for each share shares of Company Common Stock formerly represented by such CertificateSeries 1997-A Preferred Stock, and shall not evidence any interest in, or any right to exercise the rights of a stockholder ofconversion provided for herein shall cease and terminate, Parent. If a certificate representing Parent Common Stock is as to be issued or a cash the shares designated for such redemption, at the close of business on the fifth day immediately preceding the redemption date specified in the notice provided in paragraph 3(b), unless the savings bank defaults in the payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided forredemption price therefor.

Surrender of Certificates. At or promptly after the Effective Time, Parent The Representative shall make available to Equiserve L.P., or a bank reasonably acceptable pay an amount equal to the Company (the "Exchange Agent"), in trust for the benefit Per Share Initial Merger Consideration out of the holders of shares of Company Payment Fund for each Common Stock for exchange Share that is surrendered in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof3.2(c). Promptly after the Effective Time, the Exchange Agent shall mail subject to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effectedSection 3.6, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates (or affidavit of lost Certificate in form and substance reasonably satisfactory to the Exchange AgentRepresentative and the Surviving Corporation) representing Common Shares owned by such stockholder to the Representative or to such other agent or agents as may be appointed by the Representative, together with such a duly executed letter of transmittal, duly executedtransmittal in a form reasonably acceptable to counsel for the Representative and Buyer, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor an amount in cash, without any interest thereon, equal to the product of the Per Share Initial Merger Consideration for each share multiplied by the number of Company Common Stock formerly Shares represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and From time to time after the Effective Time each Certificate Time, as and when any amount of Subsequent Merger Consideration is distributed out of the Payment Fund by the Representative to the Equity Holders pursuant to this Agreement, any holder of Common Shares that has surrendered Certificates representing Common Shares to the Representative (or to any agent appointed by the Representative) shall be deemed to represent only have the right to receive its Percentage Interest of the Subsequent Merger Consideration (and cash that is distributed out of the Payment Fund by the Representative to the Equity Holders in lieu respect of any fractional share as contemplated by Section 2.3) for each share of Company all Certificates representing Common Stock formerly represented Shares so surrendered by such Certificate, and holder relative to the aggregate amount of the entire Subsequent Merger Consideration so distributed. Such right to receive Subsequent Merger Consideration shall not evidence any interest in, be transferable except by will or any right to exercise the rights laws of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) descent and accompanied by evidence that any applicable stock transfer taxes have been paid or provided fordistribution.