Common use of Surrender of Shares; Stock Transfer Books Clause in Contracts

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA Zions Bank to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive and for the Merger Consideration to which holders payment of Common Shares shall become entitled pursuant to Section 1.6the Total Cash Consideration. At or prior Prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of the Company Common Stock (including Restricted Shares), for payment by the Exchange Agent in accordance with this Article IOptions and Warrants, the cash necessary to pay or immediately available funds equal to the holders of the Common Shares converted into the right Total Cash Consideration. Such funds are referred to receive Merger Consideration (herein as the “Exchange Fund”). .” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such the cash to be issued or paid pursuant to Section 1.6 and Section 1.7 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoeverwhatsoever (except as otherwise set forth in this Section 1.9). The funds in the Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving CorporationCompany; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which that are then publicly available at the Securities and Exchange Commission (the “SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; and provided, further, that no loss on any investment made pursuant to this Section 1.8 1.9 shall affect the Merger Total Cash Consideration payable to the holders of Common Shares andas set forth herein, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders stockholders of XETA the Company and holders of Options and Warrants in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent (i) certificates representing shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to Section 1.6 and delivered pursuant to this Section 1.8 and (ii) cash funds sufficient to pay cash in lieu of fractional shares in accordance with this Article ISection 1.8. Such shares of Parent Common Stock and Parent Preferred Stock, the together with any dividends or distributions with respect thereto (as provided in Section 1.8(e)), and such cash necessary are referred to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (herein as the “Exchange Fund”). .” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such the Parent Common Stock, Parent Preferred Stock and cash to be issued or paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock or Parent Preferred Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed after the deposit of such Exchange Fund with respect thereto for the account of persons entitled thereto. Any cash in the Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving CorporationEntity; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders stockholders of XETA Edge in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent Purchaser shall designate a bank or trust company reasonably satisfactory to XETA to act as its paying agent (the “Exchange "Paying Agent”") who shall also act as agent for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”2.06(a). The Exchange AgentPromptly upon receipt, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver any such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund funds shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Moodx'x Xxxestors Services, Inc. or Standard & Poor’s 's Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or 4 11 Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that any net profits from, or interest or income produced by, such investments delivery shall be payable as directed by Parent; providedeffected, furtherand risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, that no loss on any investment made only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to this Section 1.8 such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed 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 affect be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, after reduction for any required withholding Tax and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable to upon the holders surrender of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent Certificate for the benefit of the shareholders holder of XETA such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the amount surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition 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 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 Taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such losses.holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of 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 on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) Parent and/or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts, if any, as Parent and/or the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent and/or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent and/or the Surviving Corporation. ARTICLE III

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Parent the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to XETA the Company to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger Merger(the "Exchange Agent") to receive the Merger Consideration funds necessary to which holders of Common Shares shall become entitled pursuant to make the payments contemplated by Section 1.62.9. At or prior to the Effective Time, Parent the Purchaser shall deposit with the Exchange Agentdeposit, or cause to be deposited, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of holders of Shares the shareholders aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.9. (b) Each holder representing any Shares cancelled upon the Merger, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted pursuant to Section 2.9(a) or (c) may thereafter surrender such Certificate or Certificates to the Exchange Agent, as agent for such holder, to effect the surrender of XETA such Certificate or Certificates on such holder's behalf for a period ending six months after the Effective Time. The Purchaser agrees that promptly after the Effective Time it shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such surrender. Upon the surrender of Certificates, the Purchaser shall cause the Exchange Agent to pay the holder of such certificates in exchange therefor cash in an amount equal to the Common Stock Merger Consideration or Series D Merger Consideration, as the case may be, multiplied by the number of Shares represented by such Certificate. Until so surrendered, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or in the amount treasury of the Company) shall represent solely the right to receive the aggregate Common Stock Merger Consideration or Series D Merger Consideration, as the case may be, relating thereto. (c) If payment of the Merger Consideration in respect of cancelled Shares is to be made to a Person other than the Person in whose name a surrendered Certificate or instrument is registered, it shall be a condition to such payment that the Certificate or instrument 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 such payment in a name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Purchaser or the Exchange Agent that such tax either has been paid or is not applicable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such losses.Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for cash as provided in this Article II. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (e) Promptly following the date which is six months after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the transactions contemplated hereby, which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest 8

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company an agent reasonably satisfactory to XETA HK to act as agent (the “Exchange Agent”) for the holders of Common Shares Paying Agent in connection with the Merger to receive (the Merger Consideration to which holders "Paying Agent") for purposes of Common Shares shall become entitled pursuant to Section 1.6. At or effecting the exchange, for the Per Share Amount, of certificates that, prior to the Effective Time, represented Shares entitled to receive the Per Share Amount pursuant to section 2.5. At or before the Effective Time, Parent shall deposit with take all steps necessary to provide the Exchange Paying Agent, in trust for the benefit of the holders of Common Shares, for payment by with immediately available funds in an aggregate amount (the Exchange Agent in accordance with this Article I, "Payment Fund") equal to the cash necessary aggregate Per Share Amount to pay be paid to the holders of the Common Shares converted into the right pursuant to receive Merger Consideration (the “Exchange Fund”)section 2.5. The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Payment Fund shall be invested by the Exchange Agent Payment Agent, as directed by the Surviving Corporation; providedParent, however, that such investments shall be in direct obligations of or guaranteed by the United States of America America, or of any agency thereof and backed by obligations for which the full faith and credit of the United States of AmericaAmerica is pledged to provide for the payment of principal thereof and interest thereon, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks and any earnings with capital, surplus and undivided profits aggregating in excess of $500 million (based on respect to the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments Payment Fund shall be payable paid to Parent as directed and when requested by Parent; provided, further, that no loss on Parent and Parent shall replace any principal lost through any investment made with respect to the Payment Fund. The parties agree that the Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of the certificates formerly representing Shares as contemplated hereby. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed (or delivered upon request in person) to each record holder, as of the Effective Time, of an outstanding certificate or certificates that are converted pursuant to section 2.5(i) into the right to receive the Per Share Amount and that immediately prior to the Effective Time represented Shares (the "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment of the Per Share Amount therefor less any federal, state or local taxes required to be withheld from such payment. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of 6 7 such Certificate shall be entitled to receive in exchange therefor the Per Share Amount, less such taxes withheld, for each Share formerly represented by such Certificate, and such Certificate shall then be canceled. Until so surrendered and exchanged, each Certificate shall, after the Effective Time, be deemed to evidence only the right to receive the Per Share Amount without interest thereon and less such taxes. If payment of the Per Share Amount 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 Per Share Amount 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 in accordance with the provisions of this Section 1.8 section 2.7(b), each Certificate (other than Certificates representing Shares held by Parent, SUB or any other subsidiary of Parent, and other than Certificates representing Dissenting Shares) shall affect represent for all purposes only the Merger Consideration right to receive for each Share represented thereby the consideration provided for under this agreement. (c) 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 interest 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 to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Per Share Amount payable upon due surrender of their Certificates without interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation, the Parent nor the Paying Agent shall be liable to any holder of a Certificate for the Per Share Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) At the Effective Time, the stock transfer books of HK shall be closed and thereafter there shall be no further registration or transfers of Shares on the records of HK. From and after the Effective Time, the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds Certificates outstanding immediately prior to the Exchange Agent Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for the benefit of the shareholders of XETA in the amount of any such losses.herein or by applicable law. 2.8

Surrender of Shares; Stock Transfer Books. (a) Prior to As of the Effective Time, Parent Purchaser shall designate deposit, or shall cause to be deposited, with a bank or trust company reasonably satisfactory to XETA designated by Parent or Purchaser to act as its paying agent (the “Exchange "Paying Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time"), Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Company Common SharesStock, for payment by the Exchange Agent in accordance with this Article III, through the Paying Agent, cash necessary to pay in an amount equal to the holders Per Share Amount multiplied by the number of Shares (assuming the conversion of all issued and outstanding shares of Class B Common Shares converted Stock and Class C Common Stock into shares of Class A Common Stock prior to the right Effective Time) outstanding immediately prior to receive Merger Consideration the Effective Time (such cash being hereinafter referred to as the “Exchange "Payment Fund”"). The Exchange AgentPaying Agent shall, pursuant to irrevocable instructions consistent with instructions, deliver the terms of this Agreement, shall deliver such cash contemplated to be paid pursuant to Section 1.6 Sections 2.06(a) and 2.08 out of the Exchange Payment Fund, and the Exchange . The Payment Fund shall not be used for any other purpose whatsoeverpurpose. The Exchange Payment Fund shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors ServicesMoodx'x Xxxestors Service, Inc. or Standard & Poor’s Corporation's Rating Services, respectively, or in deposit accounts, certificates of deposit or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further. pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, that any net profits fromtogether with such letter of transmittal, or interest or income produced byduly completed and validly executed in accordance with the instructions thereto, and such investments other documents as may be required pursuant to such instructions, the holder of such Certificate shall be payable as directed entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by Parent; providedsuch Certificate, further, that no loss and such Certificate shall then be canceled. No interest shall accrue or be paid on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to upon the holders surrender of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent Certificate for the benefit of the shareholders holder of XETA such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the amount surrendered Certificate is registered on the stock transfer books of any the Company, it shall be a condition 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 lossespayment shall have paid all 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 taxes either have been paid or are not applicable.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA Xxxxx Fargo Bank, N.A. to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.61.6(a). At or prior Prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of the Company Common SharesStock, for payment by (a) the Exchange Agent in accordance with shares of Parent Common Stock to be issued pursuant to Section 1.6 and delivered pursuant to this Article I, the Section 1.10 and (b) cash necessary to pay or immediately available funds equal to the holders Total Cash Amount, plus the additional cash amounts estimated to be payable pursuant to Sections 1.10(e) and 1.10(f) below. Such shares of the Parent Common Shares converted into the right Stock, together with any dividends or distributions with respect thereto (as provided in Section 1.10(e)) and such funds, are referred to receive Merger Consideration (herein as the “Exchange Fund”). .” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such the Parent Common Stock and the cash portion of the aggregate Merger Consideration to be issued or paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed after the deposit of such Exchange Fund with respect thereto for the account of persons entitled thereto. Such funds in the Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; Company, provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on any investment made pursuant to this Section 1.8 1.10 shall affect the Merger Consideration payable to the holders of Common Shares andShares, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders stockholders of XETA the Company in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Timeconsummation of the Merger, Parent (i) Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to XETA the Company to act as paying agent (the “Exchange Agent”) for the holders of Common Shares in connection with (the "Paying Agent") for the payment of ------------ the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective TimeConsideration, and (ii) Parent shall deposit or shall cause to be deposited with the Exchange Agent, Paying Agent in trust a separate fund established for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article III, through the cash Paying Agent (the "Payment Fund"), immediately available funds in ------------ amounts necessary to pay make the payments pursuant to the Merger to holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”)Shares. The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, Paying Agent shall deliver such cash to be paid pursuant to Section 1.6 out invest portions of the Exchange Fund, and the Exchange Payment Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be Parent directs in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x receiving the highest investment grade rating from both Xxxxx'x Investors Services, Inc. or and Standard & Poor’s 's Corporation, respectively, or in deposit accounts, certificates of deposit deposit, bank repurchase agreements or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, of commercial banks with capitalcapital exceeding $1,000,000,000 (collectively, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise"Permitted --------- Investments"); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on the maturities of Permitted Investments ----------- -------- ------- shall be such as to permit the Paying Agent to make prompt payment to former holders of Shares entitled thereto as contemplated by this Agreement. Parent shall cause the Payment Fund to be promptly replenished to the extent of any investment made losses incurred as a result of Permitted Investments. If for any reason (including losses) such funds are inadequate to pay the amounts to which holders of Shares shall be entitled under this Agreement, Parent shall in any event be liable for payment thereof. Such funds deposited with the Paying Agent pursuant to this Section 1.8 2.3 shall affect not be used for any purpose except as expressly provided in this Agreement. From time to time at or after the Merger Consideration payable to the holders of Common Shares and, following any lossesEffective Time, Parent shall promptly provide additional funds take all lawful action necessary to make the appropriate cash payments, if any, to holders of Dissenting Shares. Prior to the Exchange Agent for the benefit Effective Time, Parent shall enter into appropriate commercial arrangements to ensure effectuation of the shareholders of XETA in the amount of any such lossesimmediately preceding sentence.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA the Company to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.61.6(a). At or prior to Promptly following the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of the Company Common SharesStock, for payment by the Exchange Agent in accordance with (a) certificates representing shares of Parent Common Stock to be issued pursuant to Section 1.6 and delivered pursuant to this Article I, the Section 1.10 and (b) cash necessary to pay or immediately available funds equal to the holders Total Cash Amount. Such shares of the Parent Common Shares converted into the right Stock, together with any dividends or distributions with respect thereto (as provided in Section 1.10(e)) and such funds, are referred to receive Merger Consideration (herein as the “Exchange Fund”). .” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such the Parent Common Stock and the cash portion of the aggregate Merger Consideration to be issued or paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed after the deposit of such Exchange Fund with respect thereto for the account of persons entitled thereto. Such funds in the Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; Company, provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on any investment made pursuant to this Section 1.8 1.9 shall affect the Merger Consideration payable to the holders of Common Shares andShares, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders stockholders of XETA the Company in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA INX to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior Prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, with commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders stockholders of XETA INX in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to As of the Effective Time, Purchaser shall deposit (and Parent shall designate provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to XETA the Company) to act as its paying agent (the “Exchange "Paying Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time"), Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common SharesHolders, for payment by the Exchange Agent in accordance with this Article III, through the Paying Agent, cash necessary to pay in an amount equal to the holders sum of (i) the Per Common Shares converted into Share Amount multiplied by the right number of shares of Common Stock outstanding immediately prior to receive Merger Consideration the Effective Time plus (ii) the “Exchange Per Preferred Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund”"). The Exchange AgentPaying Agent shall, pursuant to irrevocable instructions consistent with instructions, deliver the terms of this Agreement, shall deliver such cash contemplated to be paid pursuant to Section 1.6 this Article II out of the Exchange Payment Fund, and the Exchange . The Payment Fund shall not be used for any other purpose whatsoeverpurpose. The Exchange Payment Fund shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Moody's Investors ServicesService, Inc. or Standard & Poor’s Corporation's Rating Servicex, respectivelyxxxxectively, or in deposit accounts, certificates of deposit or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million 1 billion (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent Acquiror Sub shall designate a bank or trust company reasonably satisfactory to XETA the Company to act as agent (the “Exchange "Paying Agent”") for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.62.01(a). At or the Effective Time, Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and shall cause the Surviving Corporation to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of Shares outstanding immediately prior to the Effective Time, Parent shall deposit with Time (other than Shares owned by Acquiror or Acquiror Sub) and (ii) the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”)Consideration. The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund Such funds shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“the "SEC”") or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on any investment made pursuant to this Section 1.8 2.03 shall affect relieve Acquiror or the Surviving Corporation of its obligation to pay the Merger Consideration payable for each Share outstanding immediately prior to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such lossesEffective Time.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent and Sub shall designate a bank or trust company reasonably satisfactory to XETA to act as agent, which agent shall be reasonably acceptable to the Company (the “Exchange "Paying Agent”) "), for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.6. At 1.06(a), and Sub or Parent shall deposit such funds with the Paying Agent at or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund Such funds shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors ServicesMoodx'x Xxxestors Service, Inc. or Standard & Poor’s 's Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million 1 billion (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further, that any . Any net profits profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation or Parent, as directed by Parent; providedParent directs. (b) Promptly after the Effective Time, furtherthe Surviving Corporation shall cause to be mailed to each person who was, that no loss on any investment made at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to this Section 1.8 1.06(a) a form of letter of transmittal (which shall affect specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed 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 Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable to upon the holders surrender of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent Certificate for the benefit of the shareholders holder of XETA such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the amount surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition 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 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 taxes either have been paid or are not applicable. (c) At any time following the eighteenth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such losses.holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the Shares shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. 3 4 ARTICLE II

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the “Exchange "Paying Agent”") for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.62.06(a). At or prior to Such funds shall be deposited with the Paying Agent by the Surviving Corporation promptly following the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, Time and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided. (b) Promptly after the Effective Time, howeverthe Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that such investments delivery shall be in obligations effected, and risk of or guaranteed by loss and title to the United States of America or of any agency thereof and backed by certificates evidencing such Shares (the full faith and credit "Certificates") shall pass, only upon proper delivery of the United States Certificates to the Paying Agent) and instructions for use in effecting the surrender of Americathe Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Servicesaccordance with the instructions thereto, Inc. or Standard & Poor’s Corporationand such other documents as may be required pursuant to such instructions, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements holder of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments Certificate shall be payable as directed entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by Parent; provided, further, that no loss such Certificate. No interest shall accrue or be paid on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to upon the holders surrender of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent Certificate for the benefit of the shareholders holder of XETA such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the amount surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition 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 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 taxes either have been paid or are not applicable. (c) At any time commencing 180 days after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such losses.holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither Parent, the Company nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) 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 on the records of the Company. From and after the Effective A-5

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, Parent the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to XETA the Company to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger (the "Exchange Agent") to receive the Merger Consideration funds necessary to which holders of Common Shares shall become entitled pursuant to make the payments contemplated by Section 1.62.1(a). At or prior to the Effective Time, Parent the Purchaser shall deposit with the Exchange Agentdeposit, or cause to be deposited, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of holders of Shares the shareholders aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.1(a). (b) Each holder of XETA a certificate or certificates representing any Shares cancelled upon the Merger, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted pursuant to Section 2.1(a) may thereafter surrender such Certificate or Certificates to the Exchange Agent, as agent for such holder, to effect the surrender of such Certificate or Certificates on such holder's behalf for a period ending six months after the Effective Time. The Purchaser agrees that promptly after the Effective Time it shall cause the distribution to holders of record of Shares as of the Effective Time of appropriate materials to facilitate such surrender. Upon the surrender of Certificates, the Purchaser shall cause the Exchange Agent to pay the holder of such certificates in exchange therefor cash in an amount equal to the Merger Consideration multiplied by the number of Shares represented by such Certificate. Until so surrendered, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or in the amount treasury of the Company) shall represent solely the right to receive the aggregate Merger Consideration, relating thereto. (c) If payment of the Merger Consideration in respect of cancelled Shares is to be made to a Person other than the Person in whose name a surrendered Certificate or instrument is registered, it shall be a condition to such payment that the Certificate or instrument 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 such payment in a name other than that of the registered holder of the Certificate or instrument surrendered or shall have established to the satisfaction of the Purchaser or the Exchange Agent that such tax either has been paid or is not applicable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of any shares of capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such losses.Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for cash as provided in this Article II. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. 7 13 (e) Promptly following the date which is six months after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the transactions contemplated hereby, which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing neither the Surviving Corporation nor the Exchange 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. (f) The Merger Consideration paid in the Merger shall be net to the holder of Shares in cash, subject to reduction only for any applicable federal back-up withholding or, as set forth in Section 2.3(c), stock transfer taxes payable by such holder. Section 2.4

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent Acquiror Sub shall designate a bank or trust company reasonably satisfactory to XETA the Target to act as agent (the “Exchange "Paying Agent”") for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.62.06(a). At or the Effective Time, Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and shall cause the Surviving Corporation to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of Shares outstanding immediately prior to the Effective Time, Parent shall deposit with Time (other than Shares owned by Acquiror or Acquiror Sub) and (ii) the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”)Per Share Amount. The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund Such funds shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Moodx'x Xxxestors Services, Inc. or Standard & Poor’s 's Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 150 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on any investment made pursuant to this Section 1.8 2.09 shall affect relieve Acquiror or the Merger Consideration payable Surviving Corporation of its obligation to pay the Per Share Amount for each Share outstanding immediately prior to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such lossesEffective Time.

Surrender of Shares; Stock Transfer Books. (a) Prior to As soon as reasonably practicable after the Effective Time, Parent but in any event within ten (10) Business Days after the Effective Time, Buyer shall designate a bank or trust company reasonably satisfactory cause to XETA be mailed to act as agent (the “Exchange Agent”) for the holders each holder of Common Shares in connection with the Merger to receive the Merger Consideration to which holders record of Common Shares shall become entitled pursuant to Section 1.6. At or shares of Company Stock that was outstanding immediately prior to the Effective Time, Parent shall deposit with Time (the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares certificates evidencing such securities being “Company Certificates”) a nd which were converted into the right to receive the Merger Consideration, the following: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to Buyer and shall be in such form and have such other provisions as Buyer may reasonably specify; and (ii) instructions for use in effecting the surrender of the Company Certificates to Buyer in exchange for the Merger Consideration (subject to the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms withholding of this Agreement, shall deliver such cash to be paid General Escrow Shares and General Escrow Cash pursuant to Section 1.6 out 1.7. Upon surrender of a Company Certificate for cancellation or upon delivery of an Affidavit (as defined in Section 1.8 (c)), together with such letter of transmittal, duly completed and validly executed in accordance with the Exchange Fundinstructions thereto, the holder of such certificate shall be entitled to receive promptly in exchange therefore the per share Merger Consideration that such holder is entitled to receive pursuant to this Article I, and the Exchange Fund certificate so surrendered shall not forthwith be used for any other purpose whatsoevercancelled, subject to the withholding of General Escrow Shares and General Escrow Cash pursuant to Section 1.7. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of Until Company Certificates are surrendered or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made an Affidavit is delivered pursuant to this Section 1.8 1.8, such Company Certificates shall affect be deemed, for all purposes, to evidence the right to receive the Merger Consideration payable pursuant to Section 1.6, subject to the provisions regarding rights of holders of Common dissenting shares and Section 1.7 regarding the General Escrow Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such lossesand General Escrow Cash.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA the Company to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.61.6(a). At or prior to Promptly following the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of the Company Common SharesStock, for payment by the Exchange Agent in accordance with (a) certificates representing shares of Parent Common Stock to be issued pursuant to Section 1.6 and delivered pursuant to this Article I, the Section 1.10 and (b) cash necessary to pay or immediately available funds equal to the holders Total Cash Amount. Such shares of the Parent Common Shares converted into the right Stock, together with any dividends or distributions with respect thereto (as provided in Section 1.10(e)) and such funds, are referred to receive Merger Consideration (herein as the “Exchange Fund”). .” The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such the Parent Common Stock and the cash portion of the aggregate Merger Consideration to be issued or paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed after the deposit of such Exchange Fund with respect thereto for the account of persons entitled thereto. Such funds in the Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; Company, provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on any investment made pursuant to this Section 1.8 1.9 shall affect the Merger Consideration payable to the holders of Common Shares andShares, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders stockholders of XETA the Company in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Timeconsummation of the Merger, Parent (i) Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to XETA the Company to act as paying agent (the “Exchange Agent”) for the holders of Common Shares in connection with (the "Paying Agent") for the payment of the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective TimeConsideration, and (ii) Parent shall deposit or shall cause to be deposited with the Exchange Agent, Paying Agent in trust a separate fund established for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article III, through the cash Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to pay make the payments pursuant to the Merger to holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”)Shares. The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, Paying Agent shall deliver such cash to be paid pursuant to Section 1.6 out invest portions of the Exchange Fund, and the Exchange Payment Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be Parent directs in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x receiving the highest investment grade rating from both Xxxxx'x Investors Services, Inc. or and Standard & Poor’s 's Corporation, respectively, or in deposit accounts, certificates of deposit deposit, bank repurchase agreements or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, of commercial banks with capitalcapital exceeding $1,000,000,000 (collectively, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise"Permitted Investments"); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of Shares entitled thereto as contemplated by this Agreement. Parent shall cause the Payment Fund to be promptly replenished to the extent of any investment made losses incurred as a result of Permitted Investments. If for any reason (including losses) such funds are inadequate to pay the amounts to which holders of Shares shall be entitled under this Agreement, Parent shall in any event be liable for payment thereof. Such funds deposited with the Paying Agent pursuant to this Section 1.8 2.3 shall affect not be used for any purpose except as expressly provided in this Agreement. From time to time at or after the Merger Consideration payable to the holders of Common Shares and, following any lossesEffective Time, Parent shall promptly provide additional funds take all lawful action necessary to make the appropriate cash payments, if any, to holders of Dissenting Shares. Prior to the Exchange Agent for the benefit Effective Time, Parent shall enter into appropriate commercial arrangements to ensure effectuation of the shareholders of XETA in the amount of any such lossesimmediately preceding sentence.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent Purchasers shall designate a bank or trust company (which bank or trust company shall be reasonably satisfactory acceptable to XETA the Company) to act as agent (the “Exchange "Paying Agent”") for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”3.06(a). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund Such funds shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Moodx'x Xxxestors Services, Inc. or Standard & Poor’s 's Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s 's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million 1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) SEC or otherwise); provided further. (b) Promptly after the Effective Time, the Surviving Corporation or the Company, as the case may be, shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 3.06(a), a form of letter of transmittal (which shall specify that any net profits from, or interest or income produced by, such investments delivery shall be payable as directed by Parent; providedeffected, furtherand risk of loss and title to the certificates evidencing Shares (the "Certificates") shall pass, that no loss on any investment made only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to this Section 1.8 such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed 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 affect be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable to upon the holders surrender of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent Certificate for the benefit of the shareholders holder of XETA such Certificate. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the amount surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition 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 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 taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such losses.holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. I-12 13 (d) At the close of business on the day of 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 on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. ARTICLE IV

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Parent Acquiror Sub shall designate a bank or trust company reasonably satisfactory to XETA the Company to act as agent (the “Exchange Paying Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration funds to which holders of Common Shares shall become entitled pursuant to Section 1.62.01(a). At or the Effective Time, Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and shall cause the Surviving Corporation to deposit in trust with the Paying Agent, cash in the aggregate amount equal to the product of (i) the number of Shares outstanding immediately prior to the Effective Time, Parent shall deposit with Time (other than Shares owned by Acquiror or Acquiror Sub) and (ii) the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”)Consideration. The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund Such funds shall be invested by the Exchange Paying Agent as directed by the Surviving Corporation; provided, however, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 100 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (the “SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, furtherhowever, that no loss on any investment made pursuant to this Section 1.8 2.03 shall affect relieve Acquiror or the Surviving Corporation of its obligation to pay the Merger Consideration payable for each Share outstanding immediately prior to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such lossesEffective Time.