Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior to the Effective Time, Parent PURCHASER ------------------ shall appoint an select a bank or trust company reasonably acceptable to TARGET to act as exchange agent reasonably satisfactory to the Company (the “"Exchange Agent”") for to effectuate the purpose delivery of exchanging Certificates for the Merger ConsiderationConsideration to holders of TARGET Common Stock. As soon as reasonably practicable after Promptly following the Effective Time, Parent will cause the Exchange Agent to shall send to each holder of record of shares of Company Common Stock as of Outstanding TARGET Shares immediately prior to the Effective Time whose shares a form of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk "Letter of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions Transmittal") for use in effecting exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates"). The Letter of Transmittal will contain instructions with respect to the surrender of Old Certificates to and the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Timedistribution of any cash and certificates representing PURCHASER Common Stock, Parent which certificates shall cause to be deposited with the Exchange Agent (i) the number by PURCHASER as of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time. If any certificates for shares of PURCHASER Common Stock are to be issued in a name other than that for which an Old Certificate surrendered or exchanged is issued, Parent agrees the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to make available the Old Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. Unless and until Old Certificates or evidence that such certificates have been lost, stolen or destroyed accompanied by such security or indemnity as shall be requested by TARGET) are presented to the Exchange Agent, from time the holder thereof shall not be entitled to time as neededthe consideration to be paid in exchange therefor pursuant to the Merger, cash in U.S. dollars sufficient to pay any dividends payable on any PURCHASER Common Stock to which he or she is entitled, or to exercise any rights as a shareholder of PURCHASER Common Stock. Subject to applicable law and other distributions to the extent that the same has not yet been paid to a public official pursuant to Section 2.14(f)applicable abandoned property laws, upon surrender of his or her Old Certificates, the holder thereof shall be paid the consideration to which he or she is entitled. All cash and book-entry shares representing Parent Common Stock deposited with such property, if held by the Exchange Agent for payment or delivery to the holders of unsurrendered Old Certificates and unclaimed at the end of one (1) year from the Effective Time, shall at such time be referred to in this Agreement as paid or redelivered by the “Exchange Fund.” The Exchange Agent to PURCHASER, and after such time any holder of an Old Certificate who has not surrendered such certificate shall, subject to applicable laws and to the extent that the same has not yet been paid to a public official pursuant to irrevocable instructionsapplicable abandoned property laws, deliver look as a general creditor only to PURCHASER for payment or delivery of such property. In no event will any holder of TARGET Common Stock exchanged in the Merger Consideration contemplated be entitled to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of receive any interest on any amounts held by the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parentor PURCHASER.

Exchange of Shares. Parent shall authorize a nationally recognized financial institution selected by Parent and reasonably acceptable to the Company to act as Exchange Agent hereunder (a) Prior the “Exchange Agent”). Immediately prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited deposit with the Exchange Agent for exchange with outstanding Company Shares, together with the associated Company Rights, all cash and certificates representing the Parent Shares (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which or appropriate alternative arrangements shall be in non-certificated book-entry formmade by Parent if uncertificated Parent Shares will be issued) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions or issuable pursuant to Section 2.14(f). All 1.5(c) and cash, as required to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and book-entry shares representing Parent Common Stock deposited Shares, together with the Exchange Agent shall be any dividends or distributions with respect thereto, being hereinafter referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose”). The Exchange Agent shall may only invest the any cash included in the Exchange Fund as directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality 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 Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). Any interest and other income resulting from such investments shall be paid to Parent and any risk of loss shall be borne by Parent. The Exchange Agent shall deliver the property ofPer Share Merger Consideration contemplated to be issued and paid pursuant to Section 1.5(c) out of the Exchange Fund. Parent shall instruct the Exchange Agent, as soon as reasonably practicable after the Effective Time, to mail to each record holder of Company Shares, which at the Effective Time were converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c), a letter of transmittal (which shall be in a form reasonably satisfactory to the Company and shall specify that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon actual delivery of the Company Shares to the Exchange Agent), and shall contain instructions for use in effecting the surrender of such Company Shares in exchange for the Per Share Cash Consideration and certificates representing Parent Shares (or appropriate alternative arrangements shall be made by Parent if uncertificated Parent Shares will be issued), and cash in lieu of fractional shares (the “Transmittal Letter”). Upon surrender for cancellation to the Exchange Agent of Company Shares, together with the Transmittal Letter, duly executed, the holder of such Company Shares shall be entitled to receive in exchange therefor the Per Share Cash Consideration and that number of whole Parent Shares (after taking into account all shares surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(c) (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional share in accordance with Section 1.8 and certain dividends and other distributions in accordance with Section 1.7, and any Company Shares so surrendered shall forthwith be canceled. Subject to Section 1.5(e), until surrendered as contemplated by this Section 1.6, each Company Share shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration (and any amounts to be paid to, Parentpursuant to Sections 1.7 and 1.8) upon such surrender.

Exchange of Shares. (a) Prior to the Effective Time, Parent the Buyer shall appoint an the Exchange Agent to effect the exchange agent reasonably satisfactory for the Adjusted Merger Shares, Cash Consideration, if any, and Preferred Cash Consideration of certificates that, immediately prior to the Effective Time, represented Company Shares converted into Adjusted Merger Shares, Cash Consideration, if any, and Preferred Cash Consideration pursuant to Section 1.5 (including any Company Shares referred to in the last sentence of Section 1.6(a)) (the “"Certificates"). On the Closing Date, the Buyer shall deliver to the Exchange Agent”) , in trust for the purpose benefit of exchanging Certificates holders of Certificates, a stock certificate (issued in the name of the Exchange Agent or its nominee) representing the Initial Shares and an amount of cash equal to the aggregate Preferred Cash Consideration payable to holders of Preferred Shares pursuant to Section 1.5, and on the Registration Effectiveness Date the Buyer shall deliver to the Exchange Agent, in trust for the Merger benefit of holders of Certificates, a stock certificate (issued in the name of the Exchange Agent or its nominee) representing the difference, if any, between the Adjusted Initial Shares and the Initial Shares (the "Additional Initial Shares"), and Cash Consideration, if any. As soon as reasonably practicable after the Effective Time, Parent will the Buyer shall cause the Exchange Agent to send a notice and a transmittal form to each holder of record of shares of Company Common Stock as a Certificate advising such holder of the Effective Time whose shares effectiveness of Company Common Stock were converted into the right to receive the Merger and the procedure for surrendering to the Exchange Agent such Certificate in exchange for Initial Shares, Additional Initial Shares, Cash Consideration, if any, and Preferred Cash Consideration issuable or payable pursuant to Section 2.111.5, plus cash in lieu of any fractional shares, as provided in Section 1.8 below. Each holder of a letter of transmittal (which shall specify that the delivery shall be effectedCertificate, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates thereof to the Exchange Agent in accordance with the instructions in such notice, shall be entitled to receive in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause therefor (subject to any taxes required to be deposited with the Exchange Agent (iwithheld) the number of duly authorizedInitial Shares, fully paid Additional Initial Shares, Cash Consideration, if any, and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) Preferred Cash Consideration issuable or payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each such holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f1.5 (but in no event shall such holder be entitled to receive a certificate representing such holder's Additional Initial Shares or Cash Consideration until after the Registration Effectiveness Date). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent Until properly surrendered, each such Certificate shall be referred deemed for all purposes to in this Agreement evidence only the right to receive a certificate or certificates or payment, as applicable, for the “Exchange Fund.” The Exchange Agent shallInitial Shares, pursuant the Additional Initial Shares, the Cash Consideration, if any, and the Preferred Cash Consideration issuable or payable to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid such holder pursuant to Section 2.11 and Section 2.14(g) out 1.5. Holders of the Exchange Fund. The Exchange Fund Certificates shall not be used entitled to receive certificates or certificates for Initial Shares or Additional Initial Shares, or payment of any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from Cash Consideration or Preferred Cash Consideration, to which they would otherwise be entitled until such investments shall be the property of, and paid to, ParentCertificates are properly surrendered.

Exchange of Shares. (a) Prior to the Effective Time, Parent Jersey and Interchange hereby appoint Continental Stock Transfer or such other institution as Interchange shall appoint an exchange agent reasonably satisfactory to the Company designate (the “"Exchange Agent”") as the Exchange Agent for purposes of effecting the purpose conversion of exchanging Certificates for Jersey Common Stock and Jersey Options. All fees and expenses of the Merger ConsiderationExchange Agent shall be paid by Interchange. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send shall mail to each holder of record (a "Record Holder") of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11a Certificate or Certificates, a mutually agreed upon letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including and instructions for use in effecting the surrender of the Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Interchange Common Stock (which shall be and cash in non-certificated book-entry form) payable as Merger Consideration upon due lieu of fractional shares). Upon surrender of the Certificates pursuant to the provisions of this ARTICLE II a Certificate for exchange and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available cancellation to the Exchange Agent, from time to time as neededtogether with such letter of transmittal, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with duly executed, the Exchange Agent Record Holder shall be referred entitled to promptly receive in this Agreement exchange for such Certificate the consideration as provided in Section 2.2 hereof and the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to Certificates so surrendered shall be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purposecancelled. The Exchange Agent shall invest not be obligated to deliver or cause to be delivered to any Record Holder the cash included consideration to which such Record Holder would otherwise be entitled until such Record Holder surrenders the Certificate for exchange or, in default thereof, an appropriate Affidavit of Loss and Indemnity Agreement and/or a bond as may be reasonably required in each case by Interchange. Notwithstanding the Exchange Fund as directed by Parent. Any interest and time of surrender of the Certificates, Record Holders (other income resulting from such investments than holders of Dissenting Shares) shall be deemed shareholders of Interchange for all purposes from the property ofEffective Time, except that Interchange shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for Interchange Common Stock. (Such Record Holder shall receive such withheld dividends, without interest, upon effecting the share exchange.) With respect to each outstanding Jersey Option, Xxxxx X. Xxxxx ("Xxxxx") and paid to, ParentXxxxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx") shall receive the number of shares of Interchange Common Stock determined pursuant to Section 2.2(e).

Exchange of Shares. 4.1 Exchange Procedures. Promptly (aand in no event more than five (5) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”------------------- calendar days) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will WebMD and the Surviving Corporation shall cause the exchange agent selected by WebMD (the "Exchange Agent Agent") to send mail to each holder the former holders of record of shares of Company Common Sapient Capital Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of appropriate transmittal materials (which shall specify that the delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Sapient Capital Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent). After the Effective Time, including instructions for use each former holder of shares of Sapient Capital Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which statutory dissenters' rights have been perfected as provided in effecting Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender of Certificates the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange for therefor the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be consideration provided in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions Section 3.1 of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay Agreement. To the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions extent required by Section 3.5 of this ARTICLE IIAgreement, in each case in trust for each former holder of shares of Company Common Stock. Following Sapient Capital Stock issued and outstanding at the Effective TimeTime also shall receive, Parent agrees to make available to upon surrender of the Exchange Agent, from time to time as neededcertificate or certificates representing such shares, cash in U.S. dollars sufficient lieu of any fractional share of WebMD Series B Preferred Stock to pay any dividends and other distributions pursuant to Section 2.14(fwhich such holder may be otherwise entitled (without interest). All cash WebMD shall not be obligated to deliver the consideration to which any former holder of Sapient Capital Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing the shares of Sapient Capital Stock for exchange as provided in this Section 4.1 or such holder provides an appropriate affidavit regarding loss of such certificate and book-entry shares representing Parent Common an indemnification for loss in favor of WebMD in such sum as it may reasonably request. The certificate or certificates of Sapient Capital Stock deposited with so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither WebMD, the Surviving Corporation nor the Exchange Agent shall be referred liable to a holder of Sapient Capital Stock for any amounts paid or property properly delivered in this Agreement as the “Exchange Fund.” The Exchange Agent shall, good faith to a public official pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the applicable abandoned property of, and paid to, ParentLaw.

Exchange of Shares. (a) Prior to the Effective Time, Parent PURCHASER shall appoint an select a bank or trust company reasonably acceptable to TARGET to act as exchange agent reasonably satisfactory (the "Exchange Agent") to effectuate the delivery of the Stock Consideration, Cash Consideration and cash payable to the Company TARGET shareholders pursuant to Section 3.1 hereof. Promptly following the Effective Time, and in no event later than ten (the “Exchange Agent”10) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable business days after the Effective Time, Parent will cause the Exchange Agent to shall send to each holder of record of shares of Company Common Stock as of Outstanding TARGET Shares immediately prior to the Effective Time whose shares a form of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk "Letter of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions Transmittal") for use in effecting exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates"). The Letter of Transmittal will contain instructions with respect to the surrender of the Old Certificates to and the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Timedistribution of any cash and certificates representing PURCHASER Common Stock, Parent which certificates shall cause to be deposited with the Exchange Agent (i) the number by PURCHASER as of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time. If any certificates for shares of PURCHASER Common Stock are to be issued in a name other than that for which an Old Certificate surrendered or exchanged is issued, Parent agrees the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to make available the Old Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. Unless and until Old Certificates (or evidence that such certificates have been lost, stolen or destroyed accompanied by such security or indemnity as shall be requested by TARGET) are presented to the Exchange Agent, from time the holder thereof shall not be entitled to time the Stock Consideration and cash or the Cash Consideration, as neededthe case may be, cash to be paid in U.S. dollars sufficient to pay any dividends and other distributions exchange therefor pursuant to Section 2.14(f)the Merger. Subject to applicable Law and to the extent that the same has not yet been paid to a public official pursuant to applicable abandoned property Laws, upon surrender of his or her Old Certificates, the holder thereof shall be paid the Stock Consideration and cash or the Cash Consideration, as the case may be, to which he or she is entitled. All cash and book-entry shares representing Parent Common Stock deposited with such property, if held by the Exchange Agent for payment or delivery to the holders of unsurrendered Old Certificates and unclaimed at the end of six (6) months from the Effective Time, shall at such time be paid or redelivered by the Exchange Agent to PURCHASER, and after such time any holder of an Old Certificate who has not surrendered such certificate shall, subject to applicable Laws and to the extent that the same has not yet been paid to a public official pursuant to applicable abandoned property Laws, look as a general creditor only to PURCHASER for payment or delivery of such property. In no event will any holder of TARGET Common Stock exchanged in the Merger be entitled to receive any interest on any amounts held by the Exchange Agent or PURCHASER. All payments in respect of shares of TARGET Common Stock that are made in accordance with the terms hereof shall be referred deemed to have been made in this Agreement as the “Exchange Fundfull satisfaction of all rights pertaining to such securities.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock as of the Effective Time Time, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.112.8, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including which letter of transmittal shall provide instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger ConsiderationConsideration (including representations and warranties regarding title and ownership). Immediately Promptly after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Class B Stock (which shall be in non-certificated book-entry formform unless a physical certificate is requested) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE Article II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f2.12(f). All cash and book-entry shares representing Parent Common Class B Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 2.8 and Section 2.14(g) 2.16 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Parent. Any interest and other income resulting from ; provided, however, that any such investments shall be in (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof and having maturities of not more than one month from the date of investment or (ii) money market mutual or similar funds having assets in excess of $1,000,000,000. Earnings on the Exchange Fund shall be the sole and exclusive property ofof Parent and shall be paid to Parent. No investment of the Exchange Fund shall relieve Parent or the Exchange Agent from making the payments required by this Article II, and paid tofollowing any losses from any such investment, ParentParent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of shares of Company Stock at the Effective Time in the amount of such losses, which additional funds will be deemed to be part of the Exchange Fund.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause Bancorp and/or 1st United shall deposit cash and transmit instructions to the Exchange Transfer Agent to send issue and deliver the Bancorp Purchase Stock and cash in amounts necessary to each holder make delivery of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.112.6 hereof to holders of Seaboard Shares that are issued and outstanding immediately prior to the Effective Time and, to the extent ascertainable under applicable law, to make the appropriate cash payments, if any, to holders of Dissenting Shares (such amounts being hereinafter referred to as the "Exchange Fund"). The Transfer Agent shall, pursuant to such instructions given by Bancorp, promptly make the payments and delivery provided for in the preceding sentence out of the Exchange Fund upon surrender of the Certificates and letters of transmittal from the holders of Seaboard Shares in accordance with Section 2.10(ii). Payments to the holders of Dissenting Shares shall be made as required by 12 C.F.R. /section/ 552.14 and Chapter 658, Florida Statutes. Subject to holding sufficient cash to make prompt payments to holders of Seaboard Shares the Transfer Agent shall invest the Exchange Fund in a money market account with 1st United. Bancorp shall bear the risk of any investment losses by the Transfer Agent and shall contribute additional funds if necessary to pay all of the Merger Consideration and the payments due to the holders of Dissenting Shares. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. As soon as practicable after the Effective Time the Transfer Agent shall mail to each record holder of an outstanding Certificate or Certificates, a form letter of transmittal approved by Seaboard and Bancorp (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Transfer Agent), including ) and instructions for use in effecting the surrender of Certificates the Certificates. Upon the surrender to the Exchange Transfer Agent of the Certificate, together with a letter of transmittal duly executed and properly completed in full and, if required by Bancorp signature medallion guaranteed, the holder of such Certificates shall be entitled to receive in exchange therefor the Cash Component and the Bancorp Purchase Stock in the amount and proportions provided in Section 2.6, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificate. If payment or delivery of Merger Consideration is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment and delivery of Merger Consideration to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of Bancorp that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.10, each Certificate (other than Certificates representing Dissenting Shares) shall represent for all purposes the right to receive the Merger ConsiderationConsideration without any interest thereon. Immediately From and after the Effective Time, Parent no Certificates shall cause represent any right or interest in Seaboard and shall represent only the right to receive Merger Consideration in accordance with the provisions of this Agreement. Bancorp shall not pay any dividend or make any distribution on Bancorp Purchase Stock to any Seaboard Stockholder until the Seaboard Stockholder surrenders for exchange its Certificates. Bancorp shall instead pay the dividend or make the distribution to the Transfer Agent in trust for the benefit of the Seaboard Stockholder to be deposited with distributed to the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due Seaboard Stockholder on surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any such dividends and other or distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out become a part of the Exchange Fund. The Exchange Fund In no event shall not a Seaboard Stockholder be used for any other purposeentitled to interest or earnings on the dividends or distributions held by the Transfer Agent. The Exchange Any such interest or earnings shall be paid to Bancorp. After the Effective Time, the stock transfer ledger of Seaboard shall be closed and there shall be no transfers on the stock transfer books of Seaboard of the Seaboard Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Bancorp or 1st United, they shall be promptly presented to the Transfer Agent shall invest the cash included in and exchanged as provided above. Any portion of the Exchange Fund as directed (including the proceeds of any investments thereof) that remains unclaimed by Parent. Any interest and other income resulting from such investments the shareholders of Seaboard for six months after the Effective Time shall be the property ofpaid to Bancorp, and paid tothe holders of Seaboard Shares not theretofore presented to the Transfer Agent shall look to Bancorp as a general creditor only, Parentand not to the Transfer Agent, for the payment of any portion of the Exchange Fund in respect of such Seaboard Shares.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration or the Alternative Merger Consideration, if applicable. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send send, to each holder of record of shares of Company Common Stock as of the Effective Time Time, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration or the Alternative Merger Consideration, if applicable, pursuant to Section 2.112.7, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration or the Alternative Merger Consideration, if applicable. Immediately Promptly after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorizedshares of Company Common Stock, fully paid and nonassessable shares of Parent Common Stock and Series CF Preferred Stock, if applicable, (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE Article II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f)2.10(f) and cash in lieu of fractional shares pursuant to Section 2.14. All cash and book-entry shares representing Parent Common Stock and Series CF Preferred Stock, if applicable, deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration or the Alternative Merger Consideration, if applicable, contemplated to be issued and paid pursuant to Section 2.11 2.7 and Section 2.14(g) 2.14 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the any cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior to the Effective TimeFaxxxxxxxx xnd United hereby appoint United National Bank, Parent Trust Department or such other bank as United shall appoint an exchange agent reasonably satisfactory to the Company designate (the “"Exchange Agent”") as the Exchange Agent for purposes of effecting the purpose conversion of exchanging Certificates for Faxxxxxxxx Common Stock and Faxxxxxxxx Options. All fees and expenses of the Merger ConsiderationExchange Agent shall be paid by United. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send shall mail to each holder of record (a "Record Holder") of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11a Certificate or Certificates, a mutually agreed upon letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including and instructions for use in effecting the surrender of the Certificates in exchange for United Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, the Record Holder shall be entitled to promptly receive in exchange for such Certificate the Merger Considerationconsideration as provided in Section 2.1 hereof and the Certificates so surrendered shall be cancelled. Immediately The Exchange Agent shall not be obligated to deliver or cause to be delivered to any Record Holder the consideration to which such Record Holder would otherwise be entitled until such Record Holder surrenders the Certificate for exchange or, in default thereof, an appropriate Affidavit of Loss and Indemnity Agreement and/or a bond as may be reasonably required in each case by United. Notwithstanding the time of surrender of the Certificates, Record Holders (other than holders of Dissenting Shares) shall be deemed shareholders of United for all purposes from the Effective Time, except that United shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for United Common Stock. (Such Record Holder shall receive such withheld dividends, without interest, upon effecting the share exchange.) With respect to each outstanding Faxxxxxxxx Xption, the Exchange Agent shall, 30 days prior to Closing, distribute option election forms to each optionee and, upon receipt from the optionee of a properly completed option election, shall, after the Effective Time, Parent shall cause distribute to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent optionee United Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender or an amendment to the option grant evidencing the conversion of the Certificates pursuant grant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient an option to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent purchase United Common Stock deposited in accordance with the Exchange Agent shall be referred to in this Agreement as the “Exchange FundSection 2.1 hereof.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable Promptly after the Effective Time, Parent will the Surviving Corporation shall cause the Exchange Agent to send be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock as of the Effective Time or Company Preferred Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shares of Parent Common Stock pursuant to Section 2.112.7, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent), including Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing Initial Shares of Parent Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange for therefor a certificate representing the Merger Considerationnumber of whole Initial Shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.13, and the Certificate so surrendered shall forthwith be canceled. Immediately Any right of the Company Stockholder to receive Escrow Shares shall be determined in accordance with the provisions of the Escrow Agreement. Until so surrendered or the right to appraisal under Section 262 has been perfected, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock shall be deemed from and after the Effective Time, Parent shall cause for all corporate purposes, to be deposited with evidence the Exchange Agent (i) right to receive the number of duly authorized, fully paid and nonassessable full shares of Parent Common Stock (into which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of such shares of Company Common Stock. Following Stock or Company Preferred Stock is entitled and the Effective Time, Parent agrees right to make available to the Exchange Agent, from time to time as needed, receive an amount in cash in U.S. dollars sufficient to pay lieu of the issuance of any dividends and other distributions pursuant to fractional shares in accordance with Section 2.14(f)2.13. All cash and book-entry Any portion of the shares representing of Parent Common Stock deposited with the Exchange Agent which remains undistributed to the Company Stockholders for six (6) months after the Effective Time shall be referred delivered to in this Agreement as the “Exchange Fund.” The Exchange Agent shallParent, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property ofupon demand, and paid toany holders of shares of Company Common Stock or Company Preferred Stock who have not theretofore complied with this Section 2.15(c) shall thereafter look only to Parent and only as general creditors thereof for payment of their claim for Parent Common Stock, Parentany cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock to which such holders may be then entitled.

Exchange of Shares. (a) Prior to the Effective Time, Parent the Acquiror shall appoint an the Paying Agent to effect the payment of the Merger Consideration in exchange agent reasonably satisfactory for Certificates. On the Closing Date, the Acquiror shall deliver to the Company (the “Exchange Paying Agent”) , in trust for the purpose benefit of exchanging Certificates for the Sellers, cash in the amount of the aggregate Merger ConsiderationConsideration minus the Escrow Amount. As soon as reasonably practicable after the Effective Time, Parent will but within five (5) Business Days after the Effective Time and after the receipt by the Paying Agent of a certified stockholder list, the Acquiror shall cause the Exchange Paying Agent to send a notice and a transmittal form in customary form to each holder of a Certificate advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such Certificate in exchange for the Merger Consideration payable pursuant to Section 2.6. The letters of transmittal mailed to each holder of record of shares a Certificate shall allow such holder, pursuant to irrevocable instructions, to elect to receive the Merger Consideration in accordance with Article II and this Article III by wire transfer in immediately available funds if such holder’s aggregate Merger Consideration is in excess of Company Common Stock as $1,000,000. Each holder of a Certificate, upon proper surrender thereof to the Paying Agent in accordance with the instructions in such notice, shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) the Merger Consideration payable pursuant to Section 2.6, minus such holder’s pro rata share (based upon the ratio that the aggregate Merger Consideration payable to such holder bears to the aggregate Merger Consideration) of the Effective Time whose shares of Company Common Stock were converted into Escrow Amount (the “Closing Merger Consideration”). Until properly surrendered, each such Certificate shall be deemed for all purposes to evidence only the right to receive the Merger Consideration pursuant to Section 2.112.6. Holders of Certificates shall not be entitled to receive the Merger Consideration to which they would otherwise be entitled until such Certificates are properly surrendered. The exchange procedures shall comply with such procedures as may be required by the Israeli Withholding Tax Pre-Ruling (as defined in Section 6.11), a letter of transmittal (which shall specify that the delivery shall be effectedif obtained, and risk of loss and title shall pass, only upon proper delivery of permit Acquiror (after consultation with the Certificates Company) to the Exchange Agent), including instructions for use in effecting the surrender require holders of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause provide any information as is reasonably needed to be deposited comply with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in nonIsraeli Withholding Tax Pre-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange FundRuling.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. Parent shall authorize a reputable bank or trust company that is reasonably satisfactory to the Company to act as Exchange Agent hereunder (a) Prior to the “Exchange Agent”). Promptly following the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited deposit with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) for exchange with outstanding Company Shares all cash payable as Merger Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate cash portion of the Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f). All 1.5(c) (such cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be deposit being hereinafter referred to in this Agreement as the “Exchange Fund.” ”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver shall cause the Merger Consideration contemplated Exchange Fund to be issued and paid pursuant to Section 2.11 and Section 2.14(g(i) out held for the benefit of the holders of Company Shares and (ii) promptly applied to making the payments provided for in the agreement with the Exchange Fund. The Exchange Fund shall not be used for any other purposeAgent. The Exchange Agent shall invest the any cash included in the Exchange Fund as directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality 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 Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). Any interest and other income resulting from such investments shall be paid to Parent. To the property ofextent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the cash payable pursuant to Section 1.5(c) as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. The Exchange Agent shall deliver the Per Share Merger Consideration contemplated to be paid pursuant to Section 1.5(c) out of the Exchange Fund. Parent shall instruct the Exchange Agent, as soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the Effective Time), to mail to each record holder of Company Shares, which at the Effective Time were converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon actual delivery of the Company Shares to the Exchange Agent, and shall contain instructions for use in effecting the surrender of such Company Shares in exchange for the Per Share Merger Consideration (the “Transmittal Letter”)). Upon surrender for cancellation to the Exchange Agent of its, his or her Company Shares, together with the Transmittal Letter, duly completed and validly executed, the holder of such Company Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration to which such holder is entitled pursuant to Section 1.5(c), and any Company Shares so surrendered shall forthwith be canceled. If any portion of the Per Share Merger Consideration is to be paid toto any person other than the person in whose name the applicable surrendered Company Share is registered, Parent.it shall be a condition to the payment thereof that the surrendered Company Share be in proper form for transfer and that the person requesting such payment of the Per Share Merger Consideration pay any transfer or other similar Taxes required as a result of such payment to a person other than the registered holder of such Company Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 1.6, each Company Share shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration upon such surrender. Except for interest required to be paid in respect of Dissenting Shares pursuant to the MBCA, no interest shall be paid or will accrue on any cash payable to holders of Company Shares pursuant to the provisions of this Article I.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause and in no event more than three business days thereafter, the Exchange Agent to send shall mail to each holder of record of shares Certificates or Book-Entry Shares who theretofore has not submitted such holder’s Certificate or evidence of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11Book-Entry Shares with a properly completed Election Form, a form letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent), including ) and instructions for use in effecting the surrender of the Certificates to the Exchange Agent or Book-Entry Shares in exchange for the Merger Consideration. Immediately after The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time, Parent shall cause Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Book-Entry Share for exchange and cancellation to be deposited with the Exchange Agent Agent, together with a properly executed letter of transmittal, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (ix) the a certificate or evidence of Book-Entry Share representing that number of duly authorized, fully paid and nonassessable whole shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Consideration upon due surrender such holder of the Certificates Company Common Stock became entitled to receive pursuant to the provisions of this ARTICLE II and Article I hereof and/or (iiy) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in U.S. dollars sufficient lieu of fractional shares, if any, which such holder has the right to pay the aggregate cash portion receive in respect of the Merger Consideration payable upon due surrender of the Certificates Certificate or Book-Entry Share surrendered pursuant to the provisions of this ARTICLE IIArticle I, in each case in trust for each holder of shares of Company Common Stockand the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. Following No interest will be paid or accrued on the Effective TimePer Share Cash Consideration, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any lieu of fractional shares or the unpaid dividends and other distributions pursuant distributions, if any, payable to Section 2.14(f). All cash and bookholders of Certificates or Book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange FundEntry Shares.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior Subject to the terms and conditions hereof, at or prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to effect the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record exchange of shares of Company Common Stock as of the Effective Time whose shares of Company (other than Dissenting Shares) for Parent Common Stock were converted into in accordance with the right to receive provisions of this Article II (the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the "Exchange Agent"), including instructions for use in effecting the surrender of Certificates . From time to the Exchange Agent in exchange for the Merger Consideration. Immediately time after the Effective Time, Parent shall deposit, or cause to be deposited, certificates representing Parent Common Stock for conversion of shares of Company Common Stock (other than Dissenting Shares) in accordance with the provisions of Section 2.1 (such certificates being herein referred to as the "Exchange Fund"); provided, however, that all certificates representing Parent Common Stock to be issued pursuant to Section 2.1(a) shall be deposited with within ten (10) Business Days following the Effective Time. Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing shares of Company Common Stock (iother than Dissenting Shares) may surrender the same to the Exchange Agent and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to Parent. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of duly authorized, fully paid and nonassessable full shares of Parent Common Stock (into which the shares of Company Common Stock theretofore represented by the certificate or certificates so surrendered shall be have been converted in non-certificated book-entry form) payable as Merger Consideration upon due surrender of the Certificates pursuant to accordance with the provisions of this ARTICLE II Section 2.1, and (ii) cash in U.S. dollars sufficient all such shares of Parent Common Stock shall be deemed to pay have been issued at the aggregate cash portion Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding shares of Company Common Stock shall be deemed for all corporate purposes of Parent to evidence ownership of the Merger Consideration payable upon due surrender number of full shares of Parent Common Stock into which the Certificates pursuant to shares of Company Common Stock theretofore represented thereby shall have been converted at the Effective Time. Notwithstanding the foregoing provisions of this ARTICLE IISection 2.2, in each case in trust for each risk of loss and title to such certificates representing shares of Company Common Stock shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock. Following the Effective TimeStock for any Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, Parent agrees escheat or similar law or to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions a transferee pursuant to Section 2.14(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund2.2.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 and Section 2.14(g) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.

Exchange of Shares. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send send, to each holder of record of shares of Company Common Stock as of the Effective Time Time, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.112.6, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately Promptly after the Effective Time, Parent shall cause to be deposited with the Exchange Agent (i) the number of duly authorized, fully paid and nonassessable shares of Parent Common Stock (which shall be in non-certificated book-entry form) payable as Merger Stock Consideration upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II and (ii) cash in U.S. dollars sufficient to pay the aggregate Cash Consideration and cash portion in lieu of the Merger Consideration fractional shares payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in each case in trust for each holder of shares of Company Common Stock. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.14(f2.9(f). All cash and book-entry shares representing Parent Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued and paid pursuant to Section 2.11 2.6 and Section 2.14(g) 2.13 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the any cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent.