Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, HAIDA GWAI the Company shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law retain a bank or such other trust company reasonably acceptable to Acquiror to act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")) in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, for the benefit of the holders of E-RENTER Shares, for Exchange through Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares1.06 hereof. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares evidenced Outstanding Company Stock (collectively, the "Certificates") whose shares were converted into ), other than the right to receive HAIDA GWAI Shares pursuant to Section 1.6: Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as E-RENTER Acquiror and HAIDA GWAI, INC. may Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) No dividends or other distributions declared or made after After the Effective Time Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with respect this Section 1.04, be deemed for all purposes to HAIDA GWAI Shares evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with a record date the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be paid delivered to the holder Surviving Corporation, upon demand, and any former stockholders of any un-surrendered Certificate the Company who have not then complied with respect the instructions for exchanging their Certificates shall thereafter look only to the HAIDA GWAI Shares represented thereby until Surviving Corporation for the holder exchange of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityCertificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All HAIDA GWAI Shares Merger Stock issued upon the surrender for Exchange conversion of E-RENTER Shares shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration shares of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesCompany Stock. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to Substantially contemporaneously with the Effective Time, HAIDA GWAI Mergerco shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other cause to be deposited with a paying agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Paying Agent")) to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of E-RENTER shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for Exchange through the Exchange Agent payment in accordance with this Article I; (i) certificates representing III, the appropriate number of HAIDA GWAI Shares funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharespayable. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Exchange Paying Agent shall mail to each holder of record of a an outstanding certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER shares of Company Common Stock (other than Treasury Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificates shall pass, only upon delivery of the Certificates such certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER Mergerco and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) No dividends or other distributions declared or made after Subject to the Effective Time provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with respect the terms of this Article III shall be deemed to HAIDA GWAI Shares have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with a record date the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be paid delivered to the holder Surviving Corporation at such time and any former holders of any un-surrendered Certificate with respect shares of Company Common Stock prior to the HAIDA GWAI Shares represented thereby until Merger who have not theretofore complied with this Article III shall thereafter look only to the holder Surviving Corporation and only as general unsecured creditors thereof for payment of record of such Certificate shall surrender such Certificatetheir claim for cash, if any. (de) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Shares certificate to be lost, stolen or destroyed and, if anyrequired by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance made against it with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining respect to such E-RENTER Shares. There shall be no further registration of transfers on certificate, the stock transfer books of either of E-RENTER Paying Agent will issue in exchange for such lost, stolen or HAIDA GWAI of destroyed certificate the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesMerger Consideration. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior The Holding Company shall appoint First-Citizens Bank & Trust Company to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")) for the Share Exchange. As of the Effective Time, the Holding Company shall deposit with the Exchange Agent for the benefit of the holders (prior to the Effective Time) of E-RENTER Sharescertificates evidencing shares of Bank Stock ("Bank Stock Certificates"), for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number shares of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares the Holding Company Stock ("Holding Company Certificates") issuable pursuant to Section 1.6 1 in exchange for such shares of Bank Stock (the "Exchange for outstanding E-RENTER SharesFund"). (b) As soon as reasonably practicable Promptly after the Effective Time, the Holding Company shall cause the Exchange Agent shall to mail to each holder person who was a record holder, as of record of a certificate or certificates which immediately prior to the Effective Time represented Time, of an outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) Bank Stock Certificate, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Bank Stock Certificates shall pass, only upon proper delivery of the Bank Stock Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Bank Stock Certificates in exchange for the Exchange Consideration. Upon surrender to the Exchange Agent of a Bank Stock Certificate, together with such letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, the holder of such Bank Stock Certificate shall be entitled to receive in exchange therefor a Holding Company Certificate representing the Exchange Consideration which such holder has the right to receive pursuant to Section 1. The surrendered certificate shall be delivered to the Holding Company. If delivery of a Holding Company Certificate is to be made to a person other than the person in whose name the Bank Stock Certificate surrendered is registered, it shall be a condition of the exchange and delivery that the Bank Stock Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of the Bank Stock Certificate surrendered or establish to the satisfaction of the Holding Company that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 4, each Bank Stock Certificate (other than Bank Stock Certificates representing Dissenting Shares) shall represent for all purposes only the exchange rights established pursuant to this Agreement. (c) At any time more than one year after the Effective Time, the Holding Company shall be entitled to require the Exchange Agent to deliver to it the Holding Company Certificates which had been made available to the Exchange Agent and not exchanged for Bank Stock Certificates. Thereafter, holders of shares of Bank Stock shall look only to the Holding Company (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Exchange Consideration that may be in such form and payable upon due surrender of the Bank Stock Certificates held by them. If any Bank Stock Certificates shall not have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made been surrendered prior to three years after the Effective Time with (or immediately prior to such time on which any Exchange Consideration would otherwise escheat or become the property of any governmental unit or agency), the Exchange Consideration in respect of such Bank Stock Certificates shall, to HAIDA GWAI Shares with the extent permitted by applicable law, become the property of the Holding Company, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Bank, the Holding Company nor the Exchange Agent shall be liable to any holder of a record date after share of Bank Stock for any Exchange Consideration delivered in respect of such share of Bank Stock to a public official pursuant to any abandoned property, escheat or other similar law. (d) The Holding Company may, in its discretion, elect not to treat any unsurrendered shares of Bank Stock as shares of Holding Company Stock for purposes of the Effective Time payment of dividends or other distributions. If the Holding Company in its discretion so elects, then unless and until any outstanding Bank Stock Certificates shall be so surrendered, no dividends payable to the holders of Holding Company Stock shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such unsurrendered Bank Stock Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agentupon surrender and exchange of each outstanding Bank Stock Certificate for a Holding Company Certificate, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof there shall be deemed paid to have been issued in full satisfaction the holder thereof the amount, without interest, of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares dividends and other distributions, if any, which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled declared and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchangebecame payable, but in lieu thereof each holder of E-RENTER Shares otherwise entitled were not paid, with respect to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of said shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, HAIDA GWAI each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), canceled in exchange for the benefit amount of Merger Consideration pursuant to Section 2.1. After payment by the holders Company (or by Parent as directed by the Company) of E-RENTER Shares, for Exchange through all fees and expenses incurred by the Exchange Agent Company in connection with this Agreement in accordance with this Article I; Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (ias set forth on Schedule 2.3) certificates representing to the appropriate number extent Certificates have been surrendered at Closing (or thereafter upon surrender of HAIDA GWAI Shares Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be issued placed in escrow to holders of E-RENTER Shares issuable partially secure the obligations pursuant to Section 1.6 Article XII hereof (the “Cash Escrow”). Until surrendered in Exchange for connection herewith, each outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates Certificate which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been converted. (b) If any cash is to be paid in the "Certificates"name of a person other than the person in whose name the Certificate(s) whose shares were converted into surrendered in exchange therefor is registered, it shall be a condition to the right to receive HAIDA GWAI Shares pursuant to Section 1.6: payment of such cash that (i) a letter of transmittal (which shall specify that delivery the Certificate(s) so surrendered shall be effectedtransferable, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in properly assigned, endorsed or accompanied by appropriate stock powers, (ii) such form transfer shall otherwise be proper, and (iii) the person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the foregoing or establish to the reasonable satisfaction of Parent that such taxes have been paid or are not required to be paid. Notwithstanding the foregoing, neither Parent nor the Company shall be liable to a holder of shares of Common Stock for cash paid to such other holder pursuant to the provisions as E-RENTER and HAIDA GWAIof Section 1.2(a) of this Agreement that are delivered to a public official pursuant to applicable abandoned property, INC. may reasonably specifyescheat or similar laws. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Shares if anyCertificate to be lost, as may be required stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the cash issuable in exchange therefor pursuant to the provisions of Section 1.2(a) of this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, . The Board of Directors of Parent may in its respective discretiondiscretion and as a condition precedent to the issuance thereof, require the delivery owner of a suitable bondsuch lost, opinion stolen or indemnity. (e) All HAIDA GWAI Shares issued upon destroyed Certificate to provide to Parent an indemnity agreement against any claim that may be made against Parent with respect to the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed Certificate alleged to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER lost, stolen or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesdestroyed. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law At or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior Parent will send to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: holders of Company Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have containing such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cb) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Company Stock Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.7 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). (c) No fractional shares of Parent Common Stock shall be issued in connection with the holder of record of Merger, and no certificates for any such Certificate fractional shares shall surrender such Certificatebe issued. (d) In Parent and the event that Surviving Corporation shall be entitled to deduct and withhold from any Certificate for E-RENTER Shares consideration payable or HAIDA GWAI Shares shall have been lost, stolen otherwise deliverable to any holder or destroyed, former holder of capital stock of the Exchange Agent shall issue in Exchange therefore, upon Company pursuant to this Agreement such amounts as Parent or the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as Surviving Corporation may be required pursuant to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement; provided, however, that HAIDA GWAI or Agreement as having been paid to the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityPerson to whom such amounts would otherwise have been paid. (e) All HAIDA GWAI Shares issued upon Neither Parent nor the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof Surviving Corporation shall be deemed liable to have been issued in full satisfaction any holder or former holder of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the capital stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI Company for any reasonshares of Parent Common Stock (or dividends or distributions with respect thereto), they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchangeor for any cash amounts, but in lieu thereof each holder of E-RENTER Shares otherwise entitled delivered to a fractional HAIDA GWAI Share shallany public official pursuant to any applicable abandoned property, upon surrender of its, his escheat or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharessimilar law. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to At or promptly following the Effective Time, HAIDA GWAI Buyer shall enter into an agreement withdeposit, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may cause to be satisfactory to HAIDA GWAI and E-RENTER (deposited with the "Exchange Agent"), Agent for the benefit of the holders of E-RENTER Sharesshares of Company Common Stock, for Exchange through the Exchange Agent in accordance with this Article I; (i) cash and certificates representing shares of Buying Entities' Common Stock, constituting the appropriate number Merger Consideration. For purposes of HAIDA GWAI Shares to be issued to this Section 1.5, holders of E-RENTER Shares issuable pursuant to Section 1.6 Company OP Units shall be treated in Exchange for outstanding E-RENTER Sharesthe same manner as holders of shares of Company Common Stock. (b) As soon as reasonably practicable after of or promptly after, and in any event not later than one business day following, the Effective Time, the Surviving Entity shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each holder of record of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: ), (i) a letter of transmittal and a Form of Election (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such the form and have such other provisions as E-RENTER Buyer and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) a certificate or certificates representing the number of full shares of Buying Entities' Common Stock, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a Form of Election and a 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 of Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof, and the Certificate so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares shares of Buying Entities' Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Buying Entities' Common Stock represented thereby by reason of the conversion of shares of Company Common Stock pursuant to Sections 1.2(a), 1.3 and 1.4 hereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.5(d) hereof until the holder of record surrender of such Certificate shall in accordance with this Article I. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the person in whose name the shares of Buying Entities' Common Stock are registered (i) at the time of such surrender or as promptly after the sale of the Excess Shares (as defined in Section 1.5(d) hereof) as practicable, the amount of any cash payable in lieu of fractional shares of Buying Entities' Common Stock to which such holder is entitled pursuant to Section 1.5(d) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Buying Entities' Common Stock issued upon conversion of Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such Buying Entities' Common Stock. (d) Notwithstanding any other provision of this Agreement, no fraction of a share of Buying Entities' Common Stock shall be issued in connection with the Merger, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the Buying Entities. In lieu of any such fractional security, each holder of shares of Company Common Stock otherwise entitled to a fraction of a share of Buying Entities' Common Stock will be entitled to receive in accordance with the event that any Certificate for E-RENTER provisions of this Section 1.5 from the Exchange Agent, a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of Buying Entities' Common Stock which would otherwise be issued (the "Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or HAIDA GWAI Shares more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been lostdistributed to the holders of shares of Company Common Stock, stolen or destroyedthe Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Company Common Stock (the "Excess Shares Trust"). Buyer shall pay all commissions, transfer taxes and other out-of- pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock in lieu of any fractional Buying Entities' Common Stock, the Exchange Agent shall issue in Exchange therefore, upon the making make available such amounts to such holders of an affidavit shares of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityCompany Common Stock. (e) All HAIDA GWAI Shares issued upon Any portion of the surrender for Exchange of E-RENTER Shares in accordance Merger Consideration deposited with the terms hereof Exchange Agent pursuant to this Section 1.5 (the "Exchange Fund") which remains undistributed to the holders of the Certificates for one year after the Effective Time shall be deemed delivered to have been issued in full satisfaction Buyer, upon demand, and any holders of all rights pertaining to such E-RENTER Shares. There shall be no further registration shares of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately Company Common Stock prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in Merger who have not theretofore complied with this Article I.I shall thereafter look only to Buyer and only as general creditors thereof for payment of their claim for (i) cash, if any, (ii) shares of Buying Entities' Common Stock, if any, (iii) any cash in lieu of fractional shares of Buying Entities' Common Stock and (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock to which such holders may be entitled. (f) No fractional HAIDA GWAI Shares None of Buyer, the Buying Entities, the Company or the Exchange Agent shall be issued liable to any Person in respect of shares of Buying Entities' Common Stock or cash from the Share ExchangeExchange Fund delivered to a public official pursuant to any applicable abandoned property, but escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which (i) any cash, (ii) any cash in lieu thereof each holder of E-RENTER Shares fractional shares of retained shares of Buying Entities' Common Stock, (iii) any shares of Buying Entities' Common Stock or (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock in respect of which such Certificate would otherwise entitled escheat to a fractional HAIDA GWAI Share or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such shares of Buying Entities' Common Stock, cash, dividends or distributions in respect of such Certificate shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number extent permitted by applicable law, become the property of sharesBuyer, free and clear of all claims or interest of any Person previously entitled thereto. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAIExchange Agent shall invest any cash included in the Exchange Fund, INCas directed by Buyer on a daily basis. acknowledge that a change of name of HAIDA GWAIAny interest and other income resulting from such investments shall be paid to the Company. Nothing contained in this Section 1.5(g) shall relieve Buyer, INC. to E-RENTER USA, INC. may the Buying Entities or may not be completed on or before the effective date. In Exchange Agent from making the event that the change of name has not been officially completed and recorded payments required by the Secretary of State of the State of Colorado all actions this Article I to be made to the holders of shares of Company Common Stock and to holders of Company Stock Options (as outlined defined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made1.9 hereof).

Exchange of Certificates. Promptly following the Effective Time (abut in no event later than three (3) Prior to Business Days following the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for Parent shall cause the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Paying Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates Certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Company Common Stock (the "“Certificates"”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock) and whose shares were of Company Common Stock have been converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.6: Article I (i) a letter of transmittal in customary form (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 Certificates, or appropriate affidavits of loss in lieu thereof as provided below, to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation (or, subject to Section 2.6 below, an appropriate affidavit of loss in lieu thereof) to the Paying Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration which such form holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have such other provisions been paid. Until surrendered as E-RENTER and HAIDA GWAIcontemplated by this Article II, INC. may reasonably specify. (c) No dividends or other distributions declared or made each Certificate shall be deemed at any time after the Effective Time with respect to HAIDA GWAI Shares with a record date after represent only the Effective Time shall right to receive upon such surrender the Merger Consideration or the right to demand to be paid to the holder “fair value” of any un-surrendered Certificate with respect to the HAIDA GWAI Shares shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact as contemplated by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior From time to time following the Effective Time, HAIDA GWAI as required by subsections (b) and (c) below, Parent shall enter into an agreement withdeliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER Acquisition (the "Exchange Agent"), ) for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; : (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Parent Common Stock issuable pursuant to Section 1.6 1.8, and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"), in exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") and whose shares were converted into the right to receive HAIDA GWAI Shares shares of Parent Common Stock pursuant to Section 1.61.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article I and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.10(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, exchange therefor upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, Agent may, in its respective discretion, require the delivery of a suitable bond, opinion bond or indemnity. (e) All HAIDA GWAI Shares shares of Parent Common Stock issued upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There ; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the date hereof that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares fractions of a share of Parent Common Stock shall be issued in the Share Exchange, Merger but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, fraction of a share of Parent Common Stock shall upon surrender of its, his or her Certificate or Certificates, Certificates be entitled to receive an additional share to round up amount of cash (without interest) determined by multiplying the average closing price for Parent Common Stock as reported on the NYSE Composite Transactions reporting system for the five (5) business days prior to the nearest round number Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State Any portion of the State Exchange Fund that remains undistributed to the stockholders of Colorado all actions the Company upon the expiration of twelve (12) months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 1 shall thereafter look only to Parent for payment of their claim for Parent Common Stock and cash in lieu of fractional shares as the case may be made and any applicable dividends or distributions with respect to Parent Common Stock. (h) Neither Parent nor the Company shall be liable to any holder of Shares or Parent Common Stock as outlined in paragraphs the case may be for such shares (aor dividends or distributions with respect thereto) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madeor cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each Each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented issued and outstanding E-RENTER Shares shares of Motif US Stock (the "“Certificates"”) whose shares were converted into shall have delivered to the right Company or its designee the Certificates, if any, held of record by such holder. Company or its designee will deliver to receive HAIDA GWAI Shares pursuant such holder a notice to Section 1.6: (i) a letter of transmittal (which shall specify the effect that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INCCompany or its designee. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with Upon surrender of a record date after the Effective Time shall be paid Certificate to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until Company, the holder of record of such Certificate shall surrender be entitled to receive in exchange therefor the consideration into which the shares represented by such Certificate. (d) In Certificate shall have been converted pursuant to Section 3.1, and the event that Certificate so surrendered shall be canceled. If any Certificate for E-RENTER Shares or HAIDA GWAI Shares certificate evidencing any share of Motif US Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, Company may, in its respective discretiondiscretion and as a condition precedent to the issuance of any consideration pursuant to Section 3.1, require the delivery owner of a suitable bondsuch lost, opinion stolen or indemnitydestroyed certificate to provide an appropriate affidavit with respect to such certificate. (eb) All HAIDA GWAI Motif UK Shares issued upon the surrender for Exchange of E-RENTER Shares Certificates in accordance with the terms hereof of this ARTICLE III shall be deemed to have been issued exchanged and paid in full satisfaction of all rights pertaining to the shares represented by such E-RENTER Shares. There Certificates and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which shares of Motif US Common Stock that were issued and outstanding immediately prior to the Effective TimeTime of the Merger. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation for any reason, they shall be cancelled canceled and Exchanged exchanged for the portion of the Motif UK Shares as provided in this Article I.ARTICLE III. (fc) No fractional HAIDA GWAI Shares The Company, the Purchaser, Merger Sub, or the Surviving Corporation (as appropriate) shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share deduct and withhold from consideration otherwise payable pursuant to round up this Agreement to any Person such amounts as are required to be deducted and withheld with respect to the nearest round number making of shares. (g) The Boards such payment under the Code, or any provision of Directors of both E-RENTER AND HAIDA GWAIstate, INClocal or foreign tax Law. acknowledge To the extent that a change of name of HAIDA GWAIamounts are so withheld, INC. to E-RENTER USA, INC. may or may not such withheld amounts shall be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado treated for all actions to be made as outlined in paragraphs (a) through (f) purposes of this Section 1.7 be delayed temporarily until Agreement as having been paid to such name change has been officially Person in respect of which such deduction and withholding was made.

Exchange of Certificates. (a) Prior Paying Agent. Parent shall designate StockTrans, Inc. or another bank or trust company that is reasonably acceptable to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other Company to act as agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through Shares in connection with the Exchange Agent in accordance with this Article I; Merger (ithe “Paying Agent”) certificates representing and to receive the appropriate number of HAIDA GWAI Shares aggregate Closing Amounts to be issued to which holders of E-RENTER Shares issuable shall become entitled pursuant to Section 1.6 2.1(c). Parent shall cause the Surviving Corporation to provide to the Paying Agent on a timely basis, promptly (in Exchange for outstanding E-RENTER Shares. (bany event no later than the immediately following business day) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to and as and when needed after the Effective Time represented outstanding E-RENTER Time, cash necessary to pay the aggregate Closing Amounts for the Shares (converted in the "Certificates") whose shares were converted Merger into the right to receive HAIDA GWAI the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”). If for any reason the Exchange Fund is inadequate to pay the aggregate Closing Amounts to which holders of Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effectedentitled under Section 2.1(c), Parent shall promptly deposit or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments of aggregate Closing Amounts, and risk of loss Parent and title to the Certificates Surviving Corporation shall pass, only upon delivery of in any event be liable for payment thereof. The Paying Agent may invest the Certificates to cash in the Exchange Agent and shall be in such form and have such other provisions Fund as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact directed by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this AgreementParent; provided, however, that HAIDA GWAI such investments, if any, shall be in obligations of or guaranteed by the United States or any agency or instrumentality thereof and backed by the full faith and credit of the United States, in commercial paper obligations rated P-1 or A-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in money market funds that invest only in such United States government and commercial paper obligations. Any interest and other income resulting from such investments shall be paid to Parent. No investment of the Exchange Fund shall relieve Parent, Surviving Corporation or the Exchange AgentPaying Agent from promptly making the payments required under this Article II, mayand following any losses from any such investment, Parent shall promptly provide any additional cash funds to the Paying Agent for the benefit of the Company’s shareholders at the Effective Time in its respective discretionthe amount of such losses, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall which additional funds will be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI part of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesExchange Fund. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent Wireless shall mail to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented evidenced outstanding E-RENTER Shares (the "Certificates") whose shares of Company Capital Stock which were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter such holder's ratable portion of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery Initial Wireless Merger Stock instructions for use in effecting the surrender of the Certificates in exchange for such holder's ratable portion of the Initial Wireless Merger Stock. Upon surrender of a Certificate for cancellation to Wireless or to other agent or agents as may be appointed by Wireless, together with such letter of transmittal, duly executed, and such other documents as reasonably may be required by Wireless, the holder of such Certificate shall be entitled to receive in exchange therefore the ratable portion of the Initial Wireless Merger Stock into which the shares of Company Capital Stock theretofore evidenced by such Certificate shall have been converted pursuant to this Agreement, and the Certificate so surrendered forthwith shall be canceled. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, delivery may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery shall pay all transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Exchange Agent and satisfaction of Wireless that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.08, each Certificate shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made deemed at any time after the Effective Time with respect to HAIDA GWAI Shares with a record date after represent only the Effective Time right to receive upon such surrender the ratable portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock which may hereafter be issued purusant to Section 2.06, without interest, into which the shares of Company Capital Stock theretofore evidenced by such Certificate shall have been converted pursuant to Section 2.03. No interest shall be paid to the holder of or accrue on any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, Wireless Merger Stock payable upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesany Certificate. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. At the Closing, or as soon as practicable ------------------------ thereafter, the TARGET Stockholders shall surrender their certificate(s), duly endorsed, for cancellation as of the Effective Time. On the Closing Date or as soon as practicable thereafter, PARENT will cause its transfer agent to issue to each holder of TARGET surrendering a certificate a certificate representing the number of whole shares of PARENT Common Stock to which such holder is entitled pursuant to Section 3.1. ------------ (a) Prior to the Effective Time, HAIDA GWAI No certificates or scrip representing fractional shares of PARENT Common Stock shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents be issued as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit part of the holders Merger Shares. All fractional shares of E-RENTER SharesPARENT Common Stock that a TARGET Stockholder would otherwise be entitled to receive as part of the Merger Shares shall be aggregated and if a fractional share results from such aggregation, for Exchange through TARGET Stockholders entitled to ..50 of a Share or greater shall receive one additional full Share, provided that such formula shall not increase the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares merger consideration required to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharespaid by PARENT. (b) As soon as reasonably practicable after If any Merger Shares are to be delivered to a person other than the Effective Timeperson in whose name the Certificate(s) for shares of TARGET Capital Stock surrendered for exchange are registered, the Exchange Agent it shall mail to each holder of record of be a certificate or certificates which immediately prior condition to the Effective Time represented outstanding E-RENTER payment of such Merger Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: that (i) a letter of transmittal (which shall specify that delivery the Certificate(s) so surrendered shall be effectedtransferable, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in properly assigned, endorsed or accompanied by appropriate stock powers, (ii) the person requesting such form transfer shall pay any transfer or other taxes payable by reason of the foregoing, and have (iii) such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specifytransfer shall otherwise be proper. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Shares if anyCertificate to be lost, as may stolen or destroyed (which affidavit shall contain a indemnity in favor of PARENT on customary terms and conditions applicable to such affidavits), PARENT shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate Merger. (d) Notwithstanding anything to the contrary in this Section 3.5, none ----------- of PARENT, the SURVIVING CORPORATION or any party hereto shall be required liable to any person for any shares or amounts properly delivered or paid to a public official pursuant to this Agreement; providedany applicable abandoned property, however, that HAIDA GWAI escheat or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnitysimilar Law. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI Any portion of the E-RENTER Merger Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It that remains unclaimed by former stockholders of TARGET for six months after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they Time shall be cancelled and Exchanged as provided in delivered to the SURVIVING CORPORATION. Any former stockholder of the TARGET who has not complied with this Article I. (f) No fractional HAIDA GWAI Shares 3 shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up thereafter look only to the nearest round number --------- SURVIVING CORPORATION for payment of sharestheir share of PARENT Common Stock and other consideration accruing therefrom. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to As of the First Merger Effective Time, HAIDA GWAI Aames Investment shall enter into an agreement withdeposit, or shall cause to be deposited, with Mellon Investor Services, the transfer agent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other registrar for the shares of Aames Investment Common Stock and the exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER for purposes of the First Merger (the "“Exchange Agent"”), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) Section 1.12, certificates representing the appropriate number evidencing shares of HAIDA GWAI Shares Aames Investment Common Stock to be issued and delivered and cash in the amount sufficient to holders pay the aggregate cash portion of E-RENTER Shares issuable the Merger Consideration pursuant to Section 1.6 this Agreement in Exchange exchange for outstanding E-RENTER Sharesshares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Aames Financial Common Stock, including any shares of Aames Financial Stock underlying options or warrants deemed to be or treated as outstanding for purposes of Section 1.5 (“Aames Financial Stock”). (b) As soon as reasonably practicable after the First Merger Effective Time, Aames Investment shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding E-RENTER Shares shares of the applicable Aames Financial Stock (the "“Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: ”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Aames Investment may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable under Section 1.5 in respect thereof. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate evidencing the number of shares of Aames Investment Common Stock, (B) if the Certificate is not for Aames Financial Common Stock as to which an election under Section 1.6 has been made, a check representing the cash proceeds which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 1.12 and (C) a check representing the cash proceeds in lieu of fractional shares to which such holder of such Certificate shall be entitled, if any, and the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of the applicable Aames Financial Stock in exchange for a certificate evidencing shares of Aames Investment Common Stock and, if the certificate is not for Aames Financial Common Stock as to which an election under Section 1.6 has been made, a check representing cash proceeds payable in the name of a person, other than the person in whose name such shares of Aames Financial Stock are registered, a certificate evidencing the proper number of shares of Aames Investment Common Stock may be issued to, and a check representing the appropriate amount of cash proceeds may be payable to, such a transferee if the Certificate evidencing such securities is presented to the Exchange Agent, accompanied by all documents required by the Exchange Agent or Aames Investment to evidence and effect such transfer and to evidence that any applicable transfer taxes have been paid. (c) No dividends or other distributions declared or made after Subject to the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time effect of applicable laws, following surrender of any Certificates as provided in Section 1.12(b), there shall be paid to the holder of any un-surrendered Certificate the certificates evidencing shares of Aames Investment Common Stock in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the First Merger Effective Time theretofore payable with respect to such whole shares of Aames Investment Common Stock and not paid, less the HAIDA GWAI Shares represented thereby until the holder amount of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as withholding taxes which may be required pursuant thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the First Merger Effective Time but prior to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of surrender and a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the payment date subsequent to surrender for Exchange of E-RENTER Shares in accordance payable with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining respect to such E-RENTER Shares. There shall whole shares of Aames Investment Common Stock, less the amount of any withholding taxes which may be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesrequired thereon. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI WWNI shall enter into an agreement with, and shall deposit with, Sperry Young & ▇▇▇▇▇▇ ▇. Emas▇▇▇▇, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI WWNI and E-RENTER TCG (the "Exchange Agent"'), for the benefit of the holders of E-RENTER TCG Shares, for Exchange exchange through the Exchange Agent in accordance with this Article I; : (i) certificates representing the appropriate number of HAIDA GWAI WWNI Shares to be issued to holders of E-RENTER TCG Shares issuable pursuant to Section 1.6 in Exchange exchange for outstanding E-RENTER TCG Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER TCG Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI WWNI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER TCG and HAIDA GWAI, INC. WWNI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WWNI Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole WWNI Shares, which such holder has the right to receive pursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of TCG Shares which are not registered in the transfer records of TCG, a certificate representing the proper number of WWNI Shares may be issued to a transferee if the Certificate representing such TCG Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or WWNI to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing WWNI Shares as contemplated by this Section 1.7. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI WWNI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI WWNI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER TCG Shares or HAIDA GWAI WWNI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI WWNI Shares and cash in lieu of fractional WWNI Shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI WWNI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI WWNI Shares issued upon the surrender for Exchange exchange of E-RENTER TCG Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER TCG Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI TCG of the E-RENTER Shares or HAIDA GWAI TCG Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates of TCG are presented to HAIDA GWAI WWNI for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI WWNI Shares shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER TCG Shares otherwise entitled to a fractional HAIDA GWAI WWNI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into designate an agreement withagent reasonably acceptable to the Company to act as agent for the holders of the Shares (other than the Shares held by Parent, and shall deposit withMerger Sub, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law the Company or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER any of their Subsidiaries) in connection with the Merger (the "Exchange Paying Agent")) to receive in trust, for the benefit of the aggregate Merger Consideration to which holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable shall become entitled pursuant to Section 1.6 in Exchange 2.6(a). At the Effective Time, Parent shall deposit the Merger Consideration with the Paying Agent. The Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation. If for outstanding E-RENTER Sharesany reason (including losses) the funds held by the Paying Agent are inadequate to pay the amounts to which the Shareholders shall be entitled under Section 2.6(a), Parent and the Surviving Corporation shall be liable for the payment thereof. (b) As soon promptly as reasonably practicable after the Effective Time, Parent and the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder record holder, as of record the Effective Time, of a an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates" or individually, a ") Certificate"), whose shares Shares were converted pursuant to Section 2.6(a) into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify) and instructions for effecting the surrender of a Certificate in exchange for the Merger Consideration for the Shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, and any other required documents, the holder of such Certificate shall receive promptly in exchange therefor the Merger Consideration for each Share formerly evidenced thereby, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of a Certificate. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall (i) have paid any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or (ii) have established to the satisfaction of the Surviving Corporation that such Taxes have been paid or that payment of Taxes is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 2.6. (c) No dividends or other distributions declared or made At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no transfers on the stock transfer books of the Company of the Shares which were outstanding immediately prior to the Effective Time. From and after the Effective Time with respect Time, the holders of Certificates evidencing ownership of the Shares outstanding immediately prior to HAIDA GWAI Shares with a record date after the Effective Time shall be paid cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Legal Requirements. If, after the Effective Time, Certificates are presented to the holder Paying Agent or the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (d) At any time following the six (6) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any un-surrendered Certificate funds (including any interest received with respect thereto) which had been made available to the Paying Agent, and 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 HAIDA GWAI Shares represented thereby until Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of record of such a Certificate shall surrender such Certificatefor Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (de) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares determined in accordance with this Article II, provided, that the terms hereof shall Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be deemed made against the Surviving Corporation with respect to the Shares represented by the Certificate claimed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER lost, stolen or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I.destroyed. (f) No fractional HAIDA GWAI Shares Parent, Merger Sub and the Surviving Corporation shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share deduct and withhold, or cause the Paying Agent to round up deduct and withhold, from the Offer Price or the Merger Consideration payable to a holder of Shares pursuant to the nearest round number Offer or the Merger any or all such amounts as are required to be deducted and withheld under the Code (and the regulations promulgated thereunder), and/or any applicable provision of shares. (g) The Boards state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that amounts are so deducted and withheld by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, such deducted and withheld amounts shall be treated for all purposes of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. this Agreement as having been paid to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State holder of the State of Colorado all actions Shares to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until which such name change has consideration would otherwise have been officially madepaid.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent shall to mail to each holder of record Record Holder of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) , a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent. Upon surrender of a Certificate for exchange and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid cancellation to the holder Exchange Agent, together with such letter of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until transmittal, duly executed, the holder of record of such Certificate shall surrender be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which such Certificate. holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (dy) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled. In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Shares Certificate to be lost, stolen or destroyed and, if anyrequired by Buyer, the posting by such person of a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or amended (the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e"Securities Act") All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the effective date. In the event that the change written agreement of name has not been officially completed and recorded such person contemplated by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made7.3 hereof.

Exchange of Certificates. (a) Prior No later than five business days prior to the Effective TimeClosing, HAIDA GWAI the Company shall enter into an agreement with, furnish to Parent mailing labels or a computer file containing the names and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit addresses of the record holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Company Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Company Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery "Transmittal Letter"). Upon receipt of the Certificates documents described in paragraph (c) below, Parent shall issue certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.1 as of the Exchange Agent and shall be Effective Time in such form and have such respect of the Company Shares (other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specifythan Dissenting Shares). (c) No dividends Upon surrender to Parent of a certificate or other distributions declared or made after certificates representing all of such Company Stockholder's outstanding shares of Company Common Stock (collectively, "Certificates"), together with (i) a duly executed Transmittal Letter, and (ii) an executed signature page to the Effective Time with respect Stockholders' Representative Agreement in a form reasonably satisfactory to HAIDA GWAI Shares with a record date after the Effective Time parties (the "Stockholders' Representative Agreement"), each Company Stockholder shall be paid entitled to receive, in exchange therefor, a certificate representing that number of whole shares of Parent Common Stock which such Company Stockholder has the right to receive in respect of the Certificate surrendered pursuant to the holder provisions of any un-this Article II, less the number of Escrow Shares allocable to such Company Stockholder that are deposited into the Escrow Fund pursuant to Section 10.3 hereof. Each Certificate so surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificateforthwith be canceled. (d) In As soon as practicable after the event that any Certificate for E-RENTER Effective Time, Parent shall cause to be delivered (i) to U.S. Bank, National Association, as escrow agent (the "Escrow Agent"), certificates representing the Escrow Shares or HAIDA GWAI subject to and in accordance with the provisions of Section 10.3 hereof; and (ii) to each Company Stockholder a certificate representing those shares of Parent Common Stock issuable to such Company Stockholder which are not Escrow Shares. The Escrow Shares shall have been lost, stolen or destroyedbe held in escrow by the Escrow Agent and shall be available to compensate Parent for certain damages as provided in Article X. The Escrow Shares shall be held in escrow pursuant to the terms of the Escrow Agreement in the form attached as Exhibit D hereto (the "Escrow Agreement"). To the extent not used for such purposes, the Exchange Agent Escrow Shares shall issue be released as provided in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Escrow Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares If any certificate representing shares of Parent Common Stock is to be issued upon in a name other than that in which the surrender for Exchange of E-RENTER Shares Certificate surrendered in accordance with the terms hereof exchange therefor is registered, it shall be deemed a condition of such exchange that the Certificate(s) so surrendered shall be properly endorsed for transfer (or accompanied by an appropriate instrument of transfer) and shall otherwise be in proper form for transfer, and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for such shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent that any such taxes have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER paid or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I.not applicable. (f) No Notwithstanding any other provision of this Article II, no fractional HAIDA GWAI Shares shall shares of Parent Common Stock will be issued in the Share Exchange, but in lieu thereof each and any holder of E-RENTER Shares otherwise shares of Company Common Stock entitled hereunder to receive a fractional HAIDA GWAI Share shall, upon surrender share of its, his or her Certificate or Certificates, Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that would otherwise be received by such holder) but for this Section 2.2(f) will be entitled to receive a cash payment in lieu of such fractional share of Parent Common Stock in an additional share amount equal to round up such fraction multiplied by the average of the closing prices of Parent Common Stock on the OTC Bulletin Board as reported in The Wall Street Journal over the ten (10) trading days ending three (3) trading days prior to the nearest round number of sharesClosing. (g) The Boards None of Directors Parent, Merger Sub or the Company shall be liable to any Person in respect of both E-RENTER AND HAIDA GWAIany cash or other property delivered to a public official pursuant to any applicable abandoned property, INCescheat or similar Law. acknowledge that a change If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Article II would otherwise escheat to or become the property of name any Governmental Entity), the shares of HAIDA GWAIParent Common Stock issuable, INC. or cash payment determined in accordance with Section 2.2(f), in respect of such Certificate shall, to E-RENTER USAthe extent permitted by applicable Law, INC. may become the property of Parent free and clear of all claims or may not be completed on or before the effective date. In the event that the change interests of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madeany Person previously entitled thereto.

Exchange of Certificates. (a) Prior From time to time following the Effective Time, HAIDA GWAI as required by subsections (b) and (c) below, the Surviving Corporation shall enter into an agreement with, deliver to a depository or trust institution of recognized standing selected by AREP Oil & Gas and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory reasonably acceptable to HAIDA GWAI and E-RENTER the Company (the "“Exchange Agent"), ”) for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; : (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares IPO Co. Common Stock issuable pursuant to Section 1.6 1.7 as of the Effective Time; and (ii) cash to be paid in lieu of fractional shares of IPO Co. Common Stock (such shares of IPO Co. Common Stock and such cash, together with any dividends or distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”) pursuant to Section 1.9(f) below, in exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Not later than two (2) Business Days after the Effective Time, AREP Oil & Gas shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "“Certificates"”) and whose shares were converted into the right to receive HAIDA GWAI Shares shares of IPO Co. Common Stock pursuant to Section 1.61.7: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER AREP Oil & Gas and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of IPO Co. Common Stock, together with any dividends or distributions with respect thereto, and, if applicable, cash to be paid for fractional shares of IPO Co. Common Stock. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall be issued a certificate representing that number of whole shares of IPO Co. Common Stock and, if applicable, a check representing the cash consideration to which such holder is entitled on account of a fractional share of IPO Co. Common Stock that such holder has the right to receive pursuant to the provisions of this Article I and any dividends or other distributions to which such holder is entitled pursuant to Section 1.9(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of IPO Co. Common Stock and a check representing the amount of consideration payable in lieu of fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.9(c), shall be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of IPO Co. Common Stock and cash in lieu of any fractional shares of IPO Co. Common Stock as contemplated by this Section 1.9 and any other distributions to which such holder is entitled pursuant to Section 1.9(c). (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares IPO Co. Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of IPO Co. Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.9(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of Applicable Law, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of IPO Co. Common Stock issued in exchange therefor without interest (i) promptly, the amount of any cash payable in lieu of a fractional share of IPO Co. Common Stock to which such holder is entitled pursuant to Section 1.9(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of IPO Co. Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of IPO Co. Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, exchange therefor upon the making of an affidavit of that fact by the holder thereof of such HAIDA GWAI Shares shares of IPO Co. Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI AREP Oil & Gas or the Exchange Agent, Agent may, in its respective discretion, require the delivery of a suitable bond, opinion bond or indemnity. (e) All HAIDA GWAI Shares shares of IPO Co. Common Stock issued upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.9(c) or 1.9(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There ; subject, however, to IPO Co.’s obligation to pay any dividends or make any other distributions with a record date prior to the date of this Agreement that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI IPO Co. of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI IPO Co. for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares fractions of a share of IPO Co. Common Stock shall be issued in the Share Exchange, Merger but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, fraction of a share of IPO Co. Common Stock (based upon the aggregate number of shares of IPO Co. Common Stock that would have been issued to such holder absent this provision) shall upon surrender of its, his or her Certificate or Certificates, Certificates be entitled to receive an additional amount of cash (without interest) determined by multiplying the closing price for IPO Co. Common Stock, as reported by the securities exchange or quotation service on which shares of IPO Co. Common Stock are traded or quoted, on the first Business Day immediately following the Effective Time that such a quote is available, by the fractional share interest to round up which such holder would otherwise be entitled. For example, if a holder would receive, in the aggregate 100.25 shares of IPO Co. Common Stock in exchange for his aggregate holdings of Company Common Stock, then he would be entitled to receive cash in respect of 0.25 shares of IPO Co. Common Stock. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. From time to time after the Effective Time, as promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests who have surrendered their Certificates to the nearest round number Exchange Agent, the Exchange Agent shall so notify IPO Co., and IPO Co. shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of sharesfractional share interests subject to and in accordance with the terms of Sections 1.9(b) and (c). (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State Any portion of the State Exchange Fund that remains undistributed to the holders of Colorado Shares upon the expiration of one (1) year after the Effective Time shall be delivered to IPO Co. upon demand and any holders of Shares who have not theretofore complied with this Article 1 shall thereafter look only to IPO Co. as general creditors for payment of their claim for IPO Co. Common Stock and cash in lieu of fractional shares, as the case may be, and any applicable dividends or distributions with respect to IPO Co. Common Stock. (h) Neither the Surviving Corporation nor IPO Co. shall be liable to any holder of Shares or IPO Co. Common Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (i) Each of IPO Co. and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state or local tax Law. To the extent that amounts are so withheld by IPO Co. or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all actions to be made as outlined in paragraphs (a) through (f) purposes of this Section 1.7 be delayed temporarily until Agreement as having been paid to the holder of the Shares in respect of which such name change has been officially madededuction and withholding was made by IPO Co. or the Exchange Agent, as the case may be.

Exchange of Certificates. (a) Prior Upon surrender to the Effective TimeCompany of the certificates representing the New Century Shares (collectively, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange AgentNew Century Certificates"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent such New Century Certificates shall each be entitled to receive in accordance with this Article I; (i) exchange therefor one or more certificates representing the appropriate number of HAIDA GWAI shares of Company Shares to be issued to holders of E-RENTER Shares issuable which such holder is entitled pursuant to the provisions of Section 1.6 in Exchange for outstanding E-RENTER Shares1.4(b) hereof. (b) As soon Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as reasonably practicable after the Effective Timecontemplated by this Section 1.6(b), the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior New Century Shares shall thereafter cease to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into possess any rights with respect to such shares, except the right to receive HAIDA GWAI upon such surrender number of shares of Company Shares pursuant to as provided by Section 1.6: (i1.4(b) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specifyhereof. (c) No dividends or other distributions declared or made after on the Effective Time with respect to HAIDA GWAI Company Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered New Century Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such New Century Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreementis surrendered; provided, however, that HAIDA GWAI or upon surrender of an New Century Certificate, there shall be paid to such holder the Exchange Agentamount of dividends, mayif any, in its respective discretionwhich theretofore became payable, require but which were not paid by reason of the delivery foregoing, with respect to the number of a suitable bondshares of Company Shares issued upon such surrender. Subject to the effect, opinion or indemnityif any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (ed) All HAIDA GWAI Company Shares issued upon delivered to the surrender for Exchange New Century Shareholders in respect of E-RENTER the New Century Shares in accordance with the terms hereof of this Agreement shall be deemed to have been issued delivered in full satisfaction of all rights pertaining to such E-RENTER New Century Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, New Century Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesSection 1.6. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective ------------------------ Time, HAIDA GWAI a bank or trust company shall enter into an agreement with, and be designated by Parent which shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory reasonably acceptable to HAIDA GWAI and E-RENTER the Company (the "Exchange Agent"), for ) to act as exchange agent in effecting the benefit exchange of the holders of E-RENTER SharesPer Share Amount for certificates (the "Certificates") that, for Exchange through immediately prior to the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Effective Time, evidenced Shares entitled to be issued to holders of E-RENTER Shares issuable payment pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b2.07(a) hereof. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Exchange Agent shall to mail or otherwise deliver to each holder record holder, immediately prior to the Effective Time, of record of a certificate an outstanding Certificate or certificates Certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) evidenced Shares, a letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment thereof (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify. (c) No dividends or other distributions declared or made after ). Upon the Effective Time with respect to HAIDA GWAI Shares surrender of each such Certificate, together with a record date after the Effective Time shall be paid to the holder duly executed letter of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of transmittal and such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, other customary documents as may be required pursuant to this Agreement; providedthe instructions, howeverthe Exchange Agent shall pay the holder of such Certificate an amount in cash equal to the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate, in exchange therefor, and such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Shares held by Parent, Acquisition or the Company, or any direct or indirect subsidiary thereof) shall represent solely the right to receive the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate. No interest shall be paid or accrue on the Per Share Amount. If the Per Share Amount (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate evidencing Shares surrendered in exchange therefor is registered, it shall be a condition to such exchange that HAIDA GWAI the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or 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 establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to Shares, except as otherwise provided herein or by law. (b) At or before the Effective Time, Parent shall (or shall cause Acquisition to) deposit in trust with the Exchange Agent, mayin immediately available funds, the aggregate Per Share Amount to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.07(a) hereof (the "Fund"). At the direction of Parent, the Exchange Agent may invest portions of the Fund in its respective discretionany of (i) readily marketable obligations of the United States or any agent or instrumentality thereof or obligations unconditionally guaranteed by the government of the United States; (ii) certificates of deposit of or time deposits with any commercial bank (including the Exchange Agent) that has combined capital and surplus of at least $500,000,000; (iii) commercial paper issued by any corporation which is rated at least "P-1" by ▇▇▇▇▇'▇ Investors Service, require Inc. or "A-1" by Standard & Poor's Corporation; or (iv) money market mutual funds investing in obligations of the delivery of a suitable bondtype described in subclauses (i), opinion (ii) or indemnity(iii) hereof. Any earnings resulting from, or interest or income produced by, such investments shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. (ec) All HAIDA GWAI Promptly following the date which is one (1) year after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly evidencing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Per Share Amount multiplied by the number of Shares issued upon formerly evidenced by such Certificate, without any interest or dividends thereon. (d) At and after the surrender for Exchange Effective Time, the stock transfer records of E-RENTER Shares in accordance with the terms hereof Company shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There closed, and there shall be no further registration of transfers on the stock transfer books of either the Company of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Timeany Shares. It If, after the Effective Time, Certificates formerly representing Shares are presented to HAIDA GWAI for any reasonthe Surviving Corporation or the Exchange Agent, they shall be cancelled and Exchanged exchanged for the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate, as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued III, subject to applicable law in the Share Exchange, but in lieu thereof each holder case of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesDissenting Shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to As of the Effective Time, HAIDA GWAI DuPont shall enter into an agreement withdeposit, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may cause to be satisfactory to HAIDA GWAI and E-RENTER (deposited with the "Exchange Agent"), Agent for the benefit of the holders of E-RENTER shares of Common Stock, cash and certificates representing DuPont Shares, for Exchange through constituting the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER SharesMerger Consideration. (b) As soon as reasonably practicable after of or promptly following the Effective TimeTime and the final determination of the Non-Cash Proration Factor, the Surviving Corporation shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each holder of record of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Common Stock (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: ), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such the form and have such other provisions as E-RENTER DuPont and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) a certificate or certificates representing that number of whole DuPont Shares, if any, into which the number of shares of Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or a portion of the number of shares of Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a 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 of Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof (but in no case prior to the Effective Time), and the Certificate so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration (or the cash pursuant to subsections (c) and (d) below) payable upon the surrender of the Certificates. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI DuPont Shares with a record date on or after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI DuPont Shares represented thereby by reason of the conversion of shares of Common Stock pursuant to Sections 1.2(b), 1.3 and 1.4 hereof and no cash payment in lieu of fractional DuPont Shares shall be paid to any such holder pursuant to Section 1.5(d) hereof until such Certificate is surrendered in accordance with this Article I. Subject to the holder effect of record applicable laws, following surrender of any such Certificate, there shall be paid, without interest, to the Person in whose name the DuPont Shares representing such securities are registered (i) at the time of such Certificate shall surrender or as promptly after the sale of the Excess DuPont Shares (as defined in Section 1.5(d) hereof) as practicable, the amount of any cash payable in lieu of fractional DuPont Shares to which such Certificateholder is entitled pursuant to Section 1.5(d) hereof and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to DuPont Shares issued upon conversion of Common Stock, and (ii) at the appropriate payment date or as promptly as practicable thereafter, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such DuPont Shares. (d) In the event that Notwithstanding any Certificate for E-RENTER Shares other provision of this Agreement, no fraction of a DuPont Share will be issued and no dividend or HAIDA GWAI other distribution, stock split or interest with respect to DuPont Shares shall relate to any fractional DuPont Share, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the DuPont Shares. In lieu of any such fractional security, each holder of shares of Common Stock otherwise entitled to a fraction of a DuPont Share will be entitled to receive in accordance with the provisions of this Section 1.5 from the Exchange Agent a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of DuPont Shares which would otherwise be issued (the "Excess DuPont Shares"). The sale of the Excess DuPont Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been lostdistributed to the holders of shares of Common Stock, stolen or destroyedthe Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Common Stock (the "DuPont Shares Trust"). The Company shall pay all commissions, transfer taxes (other than those transfer taxes for which the Company's shareholders are solely liable) and other out-of-pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess DuPont Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Common Stock in lieu of any fractional DuPont Share interests, the Exchange Agent shall issue in Exchange therefore, upon the making make available such amounts to such holders of an affidavit shares of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityCommon Stock without interest. (e) All HAIDA GWAI Shares issued upon Any portion of the surrender for Exchange of E-RENTER Shares in accordance Merger Consideration deposited with the terms hereof Exchange Agent pursuant to this Section 1.5 (the "Exchange Fund") which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be deemed delivered to have been issued in full satisfaction DuPont, upon demand, and any holders of all rights pertaining to such E-RENTER Shares. There shall be no further registration shares of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately Common Stock prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in Merger who have not theretofore complied with this Article I.I shall thereafter look for payment of their claim, as general creditors thereof, only to DuPont for their claim for (1) cash, if any, (2) DuPont Shares, if any, (3) any cash without interest, to be paid, in lieu of any fractional DuPont Shares and (4) any dividends or other distributions with respect to DuPont Shares to which such holders may be entitled. (f) No fractional HAIDA GWAI Shares None of DuPont, Newco or the Company or the Exchange Agent shall be issued liable to any Person in respect of any DuPont Shares or cash held in the Share ExchangeExchange Fund (and any cash, but dividends and other distributions payable in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which (i) any cash, (ii) any DuPont Shares, (iii) any cash in lieu thereof each holder of E-RENTER fractional DuPont Shares or (iv) any dividends or distributions with respect to DuPont Shares in respect of such Certificate would otherwise entitled escheat to a fractional HAIDA GWAI Share or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such DuPont Shares, cash, dividends or distributions in respect of such Certificate shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number extent permitted by applicable law, become the property of sharesDuPont, free and clear of all claims or interest of any Person previously entitled thereto. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAIExchange Agent shall invest any cash included in the Exchange Fund, INCas directed by DuPont on a daily basis. acknowledge that a change of name of HAIDA GWAI, INCAny interest and other income resulting from such investments shall be paid to the Company. to E-RENTER USA, INC. may Nothing contained in this Section 1.5(g) shall relieve DuPont or may not be completed on or before the effective date. In Exchange Agent from making the event that the change of name has not been officially completed and recorded payments required by the Secretary of State of the State of Colorado all actions this Article I to be made to the holders of shares of Common Stock and to holders of Options (as outlined defined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madehereof).

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement with, make available with a nationally recognized financial institution designated by Parent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory reasonably acceptable to HAIDA GWAI and E-RENTER the Company (the "“Exchange Agent"”), for the benefit of the holders of E-RENTER Company Shares, for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) certificates representing II, through the appropriate Exchange Agent, the full number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Parent Common Stock issuable pursuant to Section 1.6 2.1 in Exchange exchange for outstanding ECompany Shares based on a good faith estimate thereof. Prior to the Effective Time, Parent shall provide or shall cause to be provided to the Exchange Agent all of the cash necessary to pay the cash portion of the Merger Consideration, and shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(c) (such shares of Parent Common Stock and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. In no event shall Parent be required to issue certificates or scrip, or make any book-RENTER Sharesentries, representing fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.2(e). The Exchange Agent shall deliver the Parent Common Stock and cash contemplated to be issued pursuant to Section 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Certificate whose Company Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares the Merger Consideration pursuant to Section 1.6: 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the any Certificates shall pass, only upon proper delivery of the Form of Election and any Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and matters relating thereto. Upon surrender of a 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 executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash and the number of whole shares of Parent Common Stock (which shall be in non-certificated book-entry form) which the aggregate number of Company Shares previously represented by such Certificate shall have been converted pursuant to Section 2.1(c) into the right to receive and cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.2(e), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Subject to Section 2.1(d) and the last sentence of Section 2.2(c), until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Certificate has been converted pursuant to Section 2.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. Notwithstanding anything herein to the contrary, no holder of Company Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant hereto. In lieu thereof, each registered holder of one or more Company Book-Entry Shares shall automatically upon the delivery of a Form of Election (and, in the case of Company Book-Entry Shares held via a depository, upon receipt by the Exchange Agent of any customary transmission or materials required by the Exchange Agent), be entitled to receive, the Merger Consideration. Payment of the Merger Consideration with respect to Company Book-Entry Shares shall only be made to the Person in whose name such Company Book-Entry Shares are registered. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unCertificate formerly representing Company Shares or Company Book-surrendered Certificate Entry Shares with respect to the HAIDA GWAI shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), until the surrender of such Certificate or (in the case of Company Book-Entry Shares) delivery of a Form of Election (and, in the case of Company Book-Entry Shares represented thereby until held via a depository, upon receipt by the Exchange Agent of any customary transmission or materials required by the Exchange Agent), in accordance with this Article II. Subject to applicable Law, following surrender of any such Certificate or (in the case of Company Book-Entry Shares) delivery of a Form of Election (and, in the case of Company Book-Entry Shares held via a depository, upon receipt by the Exchange Agent of any customary transmission or materials required by the Exchange Agent), there shall be paid to the holder of record the shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such Certificate shall surrender or delivery, as the case may be, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificateholder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender or delivery, as the case may be, and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. The Merger Consideration issued (eand paid) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof of this Article II upon conversion of any Company Shares shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such E-RENTER SharesCompany Shares (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(c)). There After the Effective Time there shall be no further registration of transfers on the stock transfer books of either the Surviving Corporation of E-RENTER or HAIDA GWAI of the E-RENTER Company Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, any Certificates formerly representing Company Shares are presented to HAIDA GWAI the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and Exchanged exchanged as provided in this Article I.II. (e) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Shares pursuant to Section 2.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.2(e), all fractional shares to which a single record holder would be entitled shall be aggregated, and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Company Shares who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.1(c) (or would be entitled but for this Section 2.2(e)) and (ii) an amount equal to the Fixed Volume-Weighted Average Price. The amount of cash, if any, to be paid to holders of Company Common Stock in lieu of any fractional share interests in Parent Common Stock shall be paid by the Exchange Agent, without interest, to the holders of Company Common Stock entitled to receive such cash as soon as practicable after the determination of such amount. (f) No fractional HAIDA GWAI Shares Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for twelve (12) months after the Effective Time shall be issued in the Share Exchangedelivered to Parent, but in lieu thereof each and any holder of E-RENTER Shares otherwise entitled Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to a fractional HAIDA GWAI Share shall, upon surrender Parent therefor for payment of its, his its claim for the Merger Consideration and any dividends or her Certificate or Certificates, be entitled distributions with respect to receive an additional share to round up to the nearest round number of sharesParent Common Stock as contemplated by Section 2.1(c)(i). (g) The Boards None of Directors Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of both E-RENTER AND HAIDA GWAIany shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund (including any amounts delivered to Parent in accordance with Section 2.2(f)) delivered to a public official pursuant to any applicable abandoned property, INCescheat or similar Law. acknowledge that Immediately prior to the date on which any Merger Consideration or any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(c)(i) in respect of a change Company Share would otherwise escheat to or become the property of name any Governmental Entity, any such shares, cash, dividends or distributions in respect of HAIDA GWAIsuch Company Share shall, INC. to E-RENTER USAthe extent permitted by Law, INC. may become the property of the Surviving Corporation, free and clear of all claims or may not be completed on or before the effective date. interest of any Person previously entitled thereto. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such Person of a bond in such reasonable and customary amount as Parent or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and the cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Article II had such lost, stolen or destroyed Certificate been surrendered. (i) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided that no monetary losses on such investment thereof shall affect the Merger Consideration payable hereunder and, following any such losses, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Shares, for exchange in accordance with this Article II, in the amount of such losses to the extent that the change of name has not been officially completed and recorded by amount then in the Secretary of State Exchange Fund is insufficient to pay the cash portion of the State of Colorado all actions Merger Consideration that remains payable. Any interest and other income resulting from such investments shall be paid to Parent. (j) Parent, the Surviving Corporation or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as may be required to be made as outlined in paragraphs deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986 (athe “Code”) through (f) or under any provision of U.S. state or local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing authority, such amount deducted or withheld shall be treated for all purposes of this Section 1.7 Agreement as having been paid to the Person in respect of which such deduction or withholding was made, and, in the case of any amounts withheld from any payments not consisting entirely of cash, Parent shall be delayed temporarily until treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock, sold such name change has been officially consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the Person in respect of which such deduction or withholding was made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement withdesignate a commercial bank, and trust company or other financial institution, which may include Parent's stock transfer agent, to act as exchange agent ("EXCHANGE AGENT") in the Merger. (b) Promptly after the Effective Time, Parent shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory make available to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent for exchange in accordance with this Article I; II, (i) certificates representing the appropriate aggregate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Parent Common Stock issuable pursuant to Section 1.6 2.1 in Exchange exchange for outstanding E-RENTER Sharesshares of Company Common Stock, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 2.1(f) (the "EXCHANGE FUND"). (bc) As soon as reasonably practicable Promptly, and in any event no later than ten business days after the Effective Time, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: or (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange a certificate representing the number of whole shares of Parent Common Stock, plus cash lieu of fractional shares in accordance with Section 2.1(f), to which such holder is entitled pursuant to Section 2.1, and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.4, each Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 2.1(f). (cd) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock. (de) In None of Parent, the event Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Company Common Stock for any amount properly delivered to a public official in compliance with any abandoned property, escheat or similar law. (f) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided in this Agreement or by law. (g) Subject to any applicable escheat or similar laws, any portion of the Exchange Fund that remains unclaimed by the former stockholders of the Company for one year after the Effective Time shall be delivered by the Exchange Agent to Parent, upon demand of Parent, and any former stockholders of the Company shall thereafter look only to Parent for satisfaction of their claim for certificates representing shares of Parent Common Stock in exchange for their shares of Company Common Stock pursuant to the terms of Section 2.1 hereof. (h) If any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact fact, in form and substance acceptable to the Exchange Agent, by the holder thereof person claiming such HAIDA GWAI Shares Certificate to be lost, stolen or destroyed, and complying with such other conditions as the Exchange Agent may reasonably impose (including the execution of an indemnification undertaking or the posting of an indemnity bond or other surety in favor of the Exchange Agent and Parent with respect to the Certificate alleged to be lost, stolen or destroyed), the Exchange Agent will deliver to such person, such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnitySection 2.1. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to Promptly after the Effective Time, HAIDA GWAI Parent shall enter into an agreement withauthorize a bank or trust company to act as exchange agent hereunder, and which bank or trust company shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory reasonably acceptable to HAIDA GWAI and E-RENTER the Company (the "“Exchange Agent"”), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) . As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall mail to each holder mail, to all former holders of record of a (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares Company Common Stock or Company Series A Preferred Stock that were converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.6: this Agreement (ithe “Certificates”) or (ii) shares represented by book-entry which immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to this Agreement (“Book-Entry Shares”), (A) instructions for surrendering their Certificates, or in the case of Book-Entry Shares, for surrendering such shares, in exchange for a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares and, in the case of former holders of record of Company Common Stock, a certificate representing a Contingent Value Right, and (B) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss of, and title to to, the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be Agent, or in such form and have such other provisions as Ethe case of Book-RENTER and HAIDA GWAIEntry Shares, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid upon adherence to the holder procedures set forth in the Letter of any unTransmittal. Upon surrender of Certificates or Book-surrendered Certificate with respect Entry Shares, for cancellation to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery together with Letter of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares Transmittal and such other customary documents reasonably requested by Parent and in accordance with the terms instructions thereon, each holder of such Certificates and Book-Entry Shares shall be entitled to receive in exchange therefor (a) a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock or Company Series A Preferred Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the provisions of this Agreement applying the Minimum Exchange Ratio under Section 1.6(a)(i) and with respect to Company Series A Preferred Stock the Preferred Stock Exchange Ratio, (b) any cash in lieu of fractional shares pursuant to Section 1.6(a)(ii) hereof, (c) a certificate representing that number of Contingent Value Rights, if any, to which such holder is entitled under this Agreement, (d) a check in the amount of any cash due pursuant to Section 1.12 hereof, and (e) in the case of Company Common Stock only the right to receive a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the provisions of this Agreement applying the Exchange Ratio (as opposed to the Minimum Exchange Ratio) under Section 1.6(a)(i) less any shares of Parent Common Stock issued and delivered to former holders of Company Common Stock in accordance with clause (a) of this sentence, but in the case of this clause (e) only to the extent that it is determined pursuant to Section 1.13 that the Exchange Ratio is greater than the Minimum Exchange Ratio. No interest shall be paid or shall accrue on any such amounts. Until surrendered in accordance with the provisions of this Section 1.8, each Certificate and each Book-Entry Share shall represent for all purposes only the right to receive Merger Consideration together with cash in lieu of any fractional shares to which such holder is entitled pursuant to Section 1.6(a)(ii) hereof and, if applicable, amounts under Section 1.12 hereof. Shares of Parent Common Stock into which shares of Company Common Stock and shares of Company Series A Preferred Stock shall be converted in the Merger at the Effective Time shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to at the Effective Time. It after If any certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificate surrendered is registered, it shall be a condition of such exchange that the person requesting such exchange shall deliver to the Exchange Agent all documents necessary to evidence and effect such transfer and shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of a certificate representing shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Beginning on the date which is twelve (12) months following the Effective Time, Certificates are presented Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate or Book-Entry Share shall look solely to HAIDA GWAI Parent and the Surviving Corporation for any reasonamounts to which such holder may be due, they subject to applicable law. The Surviving Corporation shall be cancelled pay all charges and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchangeexpenses, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State including those of the State Exchange Agent, in connection with the exchange of Colorado all actions to be made as outlined in paragraphs (a) through (f) the shares of this Section 1.7 be delayed temporarily until such name change has been officially madeCompany Common Stock and Company Series A Preferred Stock for the Merger Consideration.

Exchange of Certificates. (a) Prior to the Effective TimeClosing Date, HAIDA GWAI the Company shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law retain a bank or such other trust company reasonably acceptable to Acquiror to act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")) in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, for the benefit of the holders of E-RENTER Shares, for Exchange through Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares1.06 hereof. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares evidenced Outstanding Company Stock (collectively, the "Certificates") whose shares were converted into ), other than the right to receive HAIDA GWAI Shares pursuant to Section 1.6: Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify.I-7 (c) No dividends or other distributions declared or made after After the Effective Time Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with respect this Section 1.04, be deemed for all purposes to HAIDA GWAI Shares evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with a record date the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be paid delivered to the holder Surviving Corporation, upon demand, and any former stockholders of any un-surrendered Certificate the Company who have not then complied with respect the instructions for exchanging their Certificates shall thereafter look only to the HAIDA GWAI Shares represented thereby until Surviving Corporation for the holder exchange of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityCertificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All HAIDA GWAI Shares Merger Stock issued upon the surrender for Exchange conversion of E-RENTER Shares shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration shares of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesCompany Stock. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior Gold, on behalf of Sub, shall make available to the Effective TimeExchange National Bank and/or to Advest, HAIDA GWAI shall enter into an agreement withInc., and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or which are hereby designated as exchange agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange AgentAgents"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable at and after the Effective Time, such number of shares of Gold Common Stock as shall be issuable to the holders of Company Common Stock in accordance with Section 2.2 hereof. As soon as practicable after the Closing Date, Gold, on behalf of the Exchange Agent Agents, shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time Closing Date represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: of Company Common Stock (i) a form letter of transmittal and (ii) instructions for effecting the surrender of certificates of Company Common Stock for exchange into certificates of Gold Common Stock. The Gold Common Stock into which shall specify that delivery shall the Company Common Stock is being converted in accordance with Section 2.2(b) hereof may be effecteddelivered to a brokerage account established at Advest, and risk of loss and title to the Certificates shall pass, only upon delivery Inc. for each shareholder of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this AgreementCompany; provided, however, that HAIDA GWAI definitive stock certificates for shares of Gold Common Stock will be issued by the Exchange Agents and delivered to each Company shareholder that requests such certificates. (b) Notwithstanding any other provision herein, no fractional shares of Gold Common Stock and no certificates or script therefor or other evidence of ownership thereof will be issued. All fractional shares of Gold Common Stock to which a holder of Company Common Stock would otherwise be entitled to under Section 2.2 hereof shall be aggregated. If a fractional share results from such aggregation, such shareholder shall be entitled, after the Effective Time and upon the surrender of such shareholder's certificate or certificates representing shares of Company Common Stock, to receive from the Exchange Agent an amount in cash in lieu of such fractional share equal to the product of such fraction and the average of the closing sales price of Gold Common Stock as reported by the National Association of Securities Dealers Automated Quotation National Marketing System on each of the ten consecutive trading days immediately preceding the third trading day prior to the Effective Time (the "Gold Stock Price"). Gold, on behalf of Sub, shall make available to the Exchange Agent, mayas required from time to time, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityany cash necessary for this purpose. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI CALIPSO shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law _________________________ or such other agent or agents as may be satisfactory to HAIDA GWAI CALIPSO and E-RENTER KFI (the "Exchange Agent"), for the benefit of the holders of E-RENTER KFI Shares, for Exchange exchange through the Exchange Agent in accordance with this Article I; : (i) certificates representing the appropriate number of HAIDA GWAI CALIPSO Shares to be issued to holders of E-RENTER KFI Shares issuable pursuant to Section 1.6 in Exchange exchange for outstanding E-RENTER KFI Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER KFI Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI CALIPSO Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER KFI and HAIDA GWAI, INC. CALIPSO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing CALIPSO Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole CALIPSO Shares, which such holder has the right to receive pursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of KFI Shares which are not registered in the transfer records of KFI, a certificate representing the proper number of CALIPSO Shares may be issued to a transferee if the Certificate representing such KFI Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or CALIPSO to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing CALIPSO Shares as contemplated by this Section 1.7. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI CALIPSO Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI CALIPSO Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER KFI Shares or HAIDA GWAI CALIPSO Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI CALIPSO Shares and cash in lieu of fractional CALIPSO Shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI CALIPSO or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI CALIPSO Shares issued upon the surrender for Exchange exchange of E-RENTER KFI Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER KFI Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI KFI of the E-RENTER Shares or HAIDA GWAI KFI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates of KFI are presented to HAIDA GWAI CALIPSO for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI CALIPSO Shares shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER KFI Shares otherwise entitled to a fractional HAIDA GWAI CALIPSO Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Logitech Subsidiary shall enter into an agreement with(i) designate, and or shall deposit withcause to be designated, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law a bank or such other trust company reasonably acceptable to the Company to act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER for the payment of the Merger Consideration (the "Exchange Agent")) upon surrender of Certificates, for the benefit of the holders of E-RENTER Shares(ii) deposit, for Exchange through or cause to be deposited, with the Exchange Agent (A) an amount in cash equal to the product of the Cash Portion and the number of Shares that are issued and outstanding at the Effective Time and (B) ADRs representing a number of Parent ADSs equal to the product of the Stock Portion and the number of Shares outstanding at the Effective Time, and (iii) the cash amount payable in lieu of fractional Shares in accordance with this Article I; (i) certificates representing Section 2.4(d). For purposes of determining the appropriate number of HAIDA GWAI Shares aggregate Merger Consideration to be issued so deposited, Parent shall assume that, other than with respect to stockholders of the Company with respect to whom the Company has been informed intend to exercise their appraisal rights (the Company shall give Parent prompt notice of the receipt by the Company of its receipt of notice of any such intent), Parent shall assume that no stockholder of the Company shall perfect any right of appraisal of his, her or its shares. If for any reason the Exchange Fund is inadequate to pay the amounts to which holders of E-RENTER Shares issuable pursuant shall be entitled under this Section 2.6(a), Logitech Subsidiary shall take all steps necessary to Section 1.6 enable or cause the Surviving Corporation promptly to deposit additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Logitech Subsidiary and the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Fund shall not be used for outstanding E-RENTER Sharesany purpose except as expressly provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which Certificate that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.6: 2.4(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Logitech Subsidiary may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with Upon surrender of a record date after the Effective Time shall be paid Certificate for cancellation to the holder Exchange Agent, together with such letter of any un-surrendered Certificate with respect to transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the HAIDA GWAI Shares represented thereby until Exchange Agent, the holder of record of such Certificate shall surrender be entitled to receive in exchange therefor an amount equal to the product of the Merger Consideration and the number of Shares represented by such Certificate. (d) , and the Certificate so surrendered shall forthwith be cancelled. In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI transfer of ownership of Shares issued upon the surrender for Exchange of E-RENTER Shares that is not registered in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either the Company, the proper amount of E-RENTER cash and Parent ADSs may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or HAIDA GWAI otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the E-RENTER Shares payment to a person other than the registered holder of such Certificate the Merger Consideration or HAIDA GWAI Shares which were outstanding immediately prior establish to the Effective Timesatisfaction of Logitech Subsidiary that such tax has been paid or is not applicable. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they No interest shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares paid or shall be issued in accrue on the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, cash payable upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesany Certificate. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Parent shall appoint a trust company or a commercial bank reasonably acceptable to the Company to act as Paying Agent hereunder (the "Paying Agent"). Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and Parent shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER with the Paying Agent the aggregate Merger Consideration under Section 1.5(c) hereof (the "Exchange AgentPayment Fund"), for . The Paying Agent shall deliver the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares Merger Consideration contemplated to be issued to holders of E-RENTER Shares issuable paid pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares1.5(c) out of the Payment Fund. (b) As Parent shall cause the Paying Agent, as soon as reasonably practicable after the Effective Time, the Exchange Agent shall to mail to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Company Common Stock converted in the Merger (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent Paying Agent, and shall contain instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration). Upon surrender for cancellation to the Paying Agent of one or more Certificates held by any record holder of a Certificate, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in such form exchange therefor the Merger Consideration pursuant to this Article 1, and have such other provisions as E-RENTER and HAIDA GWAI, INCany Certificate so surrendered shall forthwith be cancelled. may reasonably specifyNo interest will be paid or accrued on the Merger Consideration payable to the holder of the Certificates. (c) No dividends The Paying Agent shall invest the Payment Fund, as directed by Parent, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) certificates of deposit, bank repurchase agreements or bankers acceptances, of commercial banks with assets exceeding $1,000,000,000, and any net earnings with respect thereto shall be paid to Parent as and when requested by Parent; provided that any such investment or any such payment of earnings shall not delay the receipt by holders of Certificates of their Merger Consideration or otherwise impair such holders' respective rights hereunder. Parent must promptly replace any portion of the Payment Fund which the Paying Agent loses through investments. (d) If any Merger Consideration is to be paid to a name other distributions declared than that in which the Certificate surrendered is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any taxes required by reason of payment or made after shall establish to the Effective Time satisfaction of the Paying Agent that such tax has been paid or is not applicable. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to HAIDA GWAI Shares with a record date after the Effective Time making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any un-surrendered Certificate with the shares of Company Common Stock in respect to the HAIDA GWAI Shares represented thereby until the holder of record of which such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact deduction and withholding was made by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Paying Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law select a reputable bank or such other trust company to act as paying agent or agents as may be satisfactory with respect to HAIDA GWAI and E-RENTER the Merger (the "Exchange “Paying Agent"”), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Immediately following the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for payment to the holders of Company Shares pursuant to the provisions of this Section 2, an amount of cash equal to the product obtained by multiplying (x) the amount payable therefor pursuant to Section 2.5(c) and (y) the aggregate number of shares of Company Shares issued and outstanding immediately prior to the Effective Time (excluding Company Shares then owned by Parent, Acquisition Sub, the Company, or any direct or indirect, wholly-owned Subsidiary of Parent, Acquisition Sub or the Company immediately prior to the Effective Time (whether pursuant to the Offer or otherwise)). (c) Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each Person who was, immediately prior to the Effective Time, a holder of record of a Company Stock Certificate and each holder of record of a certificate or certificates Company Shares held in book-entry form, in each case which immediately prior to the Effective Time represented outstanding E-RENTER Company Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) other than Appraisal Shares), a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the Company Stock Certificates to the Exchange Paying Agent) and instructions for use in effecting the surrender of Company Stock Certificates previously representing such Company Shares in exchange for payment therefor. Upon surrender of Company Stock Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or delivery of an agents’ message in respect of Company Shares held in book-entry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Company Stock Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor the amount payable in respect thereof pursuant to the provisions of this Section 2, and the Company Stock Certificates so surrendered shall forthwith be canceled. The Paying Agent shall accept such form Company Stock Certificates upon compliance with such reasonable terms and have conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Company Stock Certificates on the cash amounts payable upon the surrender of such other provisions as E-RENTER Company Stock Certificates pursuant to this Section 2.7. Until so surrendered, outstanding Company Stock Certificates shall be deemed from and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with Time, to evidence only the right to receive the amount payable in respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid thereof pursuant to the holder provisions of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificatethis Section 2. (d) In On or after the event first anniversary of the Effective Time, the Paying Agent shall deliver to the Surviving Corporation any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look to Parent and the Surviving Corporation, as general creditors thereof, with respect to the cash amounts that may be payable upon surrender of their Company Stock Certificates. Neither the Paying Agent nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for E-RENTER Shares any amount properly paid to a public official pursuant to any applicable abandoned property or HAIDA GWAI Shares escheat law. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange thereforethen, upon the making of an affidavit of that fact by the holder Person claiming such Company Stock Certificate to be lost, stolen or destroyed, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the cash amount payable in respect thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, Paying Agent may, in its respective discretiondiscretion and as a condition precedent to the payment of the cash amount payable in respect of any lost, stolen or destroyed Company Stock Certificate, require the delivery owners of such lost, stolen or destroyed Company Stock Certificates to deliver a suitable bondbond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, opinion the Surviving Corporation or indemnitythe Paying Agent with respect to the Company Stock Certificates alleged to have been lost, stolen or destroyed. (ef) All HAIDA GWAI In the event of a transfer of ownership of Company Shares issued upon which is not registered in the surrender for Exchange transfer records of E-RENTER the Company, or if payment is to be made with respect to Company Shares in accordance with a name other than that in which the terms hereof shall be deemed to have been issued Company Stock Certificates surrendered in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on exchange therefor are registered in the stock transfer books of either of E-RENTER or HAIDA GWAI ledger of the E-RENTER Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered in the stock transfer books or ledger of the Company only if the Company Stock Certificate previously representing such Company Shares or HAIDA GWAI Shares which were outstanding immediately prior is presented to the Effective Time. It after Paying Agent properly endorsed and accompanied by all documents reasonably required by the Effective Time, Certificates are presented Paying Agent to HAIDA GWAI for evidence and effect such transfer and the Person requesting such payment has paid to Parent (or any reason, they shall be cancelled and Exchanged as provided agent designated by Parent) any transfer or other Taxes required by reason of the payment of the amount payable in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in respect thereof to a Person other than the Share Exchange, but in lieu thereof each registered holder of E-RENTER Shares such Company Stock Certificate, or presented evidence that any applicable stock transfer taxes relating to such transfer have been paid or are otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesnot payable. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAIParent, INC. acknowledge that a change of name of HAIDA GWAIthe Company, INC. the Surviving Corporation and the Paying Agent shall be entitled to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed deduct and recorded withhold from any payment pursuant to this Section 2 such amounts as are required by the Secretary of State of the State of Colorado all actions applicable law to be made deducted or withheld therefrom under U.S. federal or state, local or non-U.S. law, and to request any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as outlined in paragraphs (a) through (f) applicable, or any similar information, from any recipient of any payment hereunder. To the extent that any amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Section 1.7 be delayed temporarily until Agreement as having been paid to the Person to whom such name change has amounts would otherwise have been officially madepaid.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit receiving any portion of the holders of E-RENTER SharesEquity Consideration, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented issued and outstanding E-RENTER Shares shares of Nuprim common stock (the "“Certificates"”) whose shares were converted into shall have delivered to Nuprim Shareholders’ Representative the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) Certificates, if any, held of record by such holder. Upon surrender of a letter of transmittal (which shall specify that delivery shall be effectedCertificate, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender be entitled to receive in exchange therefor the consideration into which the shares represented by such Certificate. (d) In Certificate shall have been converted pursuant to Section 3.2, and the event that Certificate so surrendered shall be canceled. If any Certificate for E-RENTER Shares or HAIDA GWAI Shares evidencing any share of Nuprim common stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, Nuprim Shareholders’ Representative may, in its respective discretiondiscretion and as a condition precedent to the issuance of any consideration pursuant to Section 3.2, require the delivery owner of a suitable bondsuch lost, opinion stolen or indemnitydestroyed Certificate to provide an appropriate affidavit with respect to such Certificate. (eb) All HAIDA GWAI Shares issued Equity Consideration paid upon the surrender for Exchange of E-RENTER Shares Certificates in accordance with the terms hereof of this Article II shall be deemed to have been issued exchanged and paid in full satisfaction of all rights pertaining to the shares represented by such E-RENTER Shares. There Certificates and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which shares of stock that were issued and outstanding immediately prior to the Effective TimeTime of the Merger. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation for any reason, they shall be cancelled canceled and Exchanged exchanged for the portion of the Equity Consideration as provided in this Article I.II. (fc) No fractional HAIDA GWAI Shares Nuprim Shareholders’ Representative, Motif, Nuprim, or the Surviving Corporation (as appropriate) shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share deduct and withhold from consideration otherwise payable pursuant to round up this Agreement to any Person such amounts as are required to be deducted and withheld with respect to the nearest round number making of shares. (g) The Boards such payment under the Code, or any provision of Directors of both E-RENTER AND HAIDA GWAIstate, INClocal or foreign Laws. acknowledge To the extent that a change of name of HAIDA GWAIamounts are so withheld, INC. to E-RENTER USA, INC. may or may not such withheld amounts shall be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado treated for all actions to be made as outlined in paragraphs (a) through (f) purposes of this Section 1.7 be delayed temporarily until Agreement as having been paid to such name change has been officially Person in respect of which such deduction and withholding was made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Purchaser shall enter into an agreement withdesignate a bank or trust company who shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the "EXCHANGE AGENT"), and on or prior to the Effective Time, Purchaser shall deposit withmake available, or cause the Surviving Corporation to make available, to the Exchange Agent, cash in an amount necessary for the payment of the Merger Consideration as provided in SECTION 2.8 upon surrender of certificates representing Shares (the "CERTIFICATES") as part of the Merger. Funds made available to the Exchange Agent shall be invested by the Exchange Agent as directed by Acquisition Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ ▇. EmasInvestors Service, Attorney at Law Inc. or such other agent Standard & Poor's Corporation, respectively, or agents as may be satisfactory in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (it being understood that any and all interest or income earned on funds made available to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharesthis Agreement shall be turned over to Purchaser). (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) Certificate a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent Agent, shall contain instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration and shall be in such form and have contain such other provisions as E-RENTER Purchaser and HAIDA GWAI, INC. the Company may reasonably specifyspecify (together, the "TRANSMITTAL DOCUMENTS")). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with duly executed Transmittal Documents, the holder of such Certificate shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all Shares formerly represented by such Certificate which such holder has the right to receive, as set forth in SECTION 2.8. The Certificate(s) so surrendered shall forthwith be canceled. All cash paid upon the surrender of Certificates in accordance with the terms of this ARTICLE III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. Until surrendered in accordance with the provisions of and as contemplated by this SECTION 3.2, any Certificate (other than Certificates representing Shares subject to SECTIONS 2.8(c) and other than Dissenting Shares, if applicable) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration. (c) No dividends or other distributions declared or made 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 any shares of capital stock thereafter on the records of the Company. If, after the Effective Time Time, Certificates are presented to the Surviving Corporation or its transfer agent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this ARTICLE III. No interest shall accrue or be paid on or with respect to HAIDA GWAI Shares with any cash payable upon the surrender of a record date after Certificate or Certificates which immediately before the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificateoutstanding Shares. (d) In From and after the event that Effective Time, the holders of Certificates evidencing ownership 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) If any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof Person claiming such HAIDA GWAI Certificate to be lost, stolen or destroyed, the Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, in accordance with SECTION 2.8, for Shares if anyrepresented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, Board of Directors of the Surviving Corporation may, in its respective discretiondiscretion and as a condition precedent to the payment thereof, require the delivery owner of a suitable bondsuch lost, opinion stolen or indemnitydestroyed Certificate to execute and deliver to the Surviving Corporation an indemnity agreement, in form acceptable to the Surviving Corporation, pursuant to which such owner agrees to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (ef) All HAIDA GWAI Shares issued upon Promptly following the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares date which were outstanding immediately prior to the Effective Time. It is six months after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they the Surviving Corporation shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share require the Exchange Agent to round up deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the nearest round number Transactions, which had been made available to the Exchange Agent and which have not been disbursed to holders of sharesCertificates, 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 any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Boards Subject to ARTICLE II, the Merger Consideration paid in the Merger, if any, shall be net to the holder of Directors of both E-RENTER AND HAIDA GWAIShares in cash, INC. acknowledge that a change of name of HAIDA GWAIsubject to reduction only for any applicable federal withholding taxes or stock transfer taxes payable by such holder. (h) Notwithstanding anything to the contrary in this SECTION 3.2, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State none of the State Exchange Agent, Purchaser or the Surviving Corporation shall be liable to any holder of Colorado a Certificate formerly representing Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two years after the Effective Time, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all actions to be made as outlined in paragraphs (a) through (f) claims or interest of this Section 1.7 be delayed temporarily until such name change has been officially madeany Person previously entitled thereto.

Exchange of Certificates. (a) Prior Parent's stock transfer agent (or another bank or trust company selected by Parent and reasonably acceptable to the Effective Time, HAIDA GWAI Company) shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")) in connection with the surrender of certificates evidencing shares of Company Common Stock converted into shares of Parent Common Stock pursuant to the Merger. On or prior to the Closing Date, for the benefit of the holders of E-RENTER Shares, for Exchange through Parent shall deposit with the Exchange Agent in accordance with this Article I; (i) one or more certificates representing the appropriate number shares of HAIDA GWAI Shares Parent Common Stock to be issued in the Merger (the "Merger Stock"), which shares of Merger Stock shall be deemed to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharesbe issued at the Effective Time. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: the (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and Agent, which shall be in such a form and have such contain any other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specifyagree and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon the proper surrender of Certificates to the Exchange Agent, together with a properly completed and duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall, subject to the provisions of Section 2.3, be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation and Parent that any applicable stock transfer tax has been paid. (c) No Except as specified in Section 1.4(h), after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Common Stock shall, until surrendered for exchange in accordance with this Section 1.4, be deemed for all purposes to evidence ownership of the number of full shares of Parent Common Stock into which the shares of Company Common Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Certificates for shares of Merger Stock. Any Merger Stock deposited with the Exchange Agent pursuant to Section 1.4(a) hereof, and not exchanged pursuant to Section 1.4(b) hereof for Company Common Stock within six months after the Effective Time, shall be returned by the Exchange Agent to Parent, which shall thereafter act as exchange agent, subject to the rights of holders of Company Common Stock hereunder. (e) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made. (f) None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent will be liable to any holder of shares of Company Common Stock for any shares of Merger Stock, dividends or distributions with respect thereto delivered to a state abandoned property administrator or other distributions public official pursuant to any applicable abandoned property, escheat or similar law. (g) If any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed, and delivery of such bond or other indemnity as the Exchange Agent may reasonably request, the Exchange Agent will, subject to the provisions of Section 2.2, deliver in exchange for such lost, stolen or destroyed Certificates one or more certificates representing the Merger Stock deliverable in respect thereof, as determined in accordance with the terms hereof. (h) No dividend or other distribution declared or made after the Effective Time with respect to HAIDA GWAI Shares the Merger Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares represented thereby shares of Merger Stock issuable upon surrender thereof until the holder of record of such Certificate shall surrender such CertificateCertificate in accordance with Section 1.4(b). Subject to the effect of applicable law, following surrender of any such Certificate there shall be paid, without interest, to the record holder of each certificate representing whole shares of Merger Stock issued in exchange therefor: (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Merger Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender of such Certificate and a payment date subsequent to such surrender payable with respect to such whole shares of Merger Stock. (di) In The Parent shall be entitled to deduct and withhold from the event that consideration otherwise payable pursuant to this Agreement to any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, former holder of Company Common Stock such amounts as the Exchange Agent shall issue in Exchange therefore, upon Parent is required to deduct and withhold with respect to the making of an affidavit such payment under the Code, or any other provision of federal, state, local or foreign tax law. To the extent that fact amounts are so withheld by the Parent, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or of the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Company Common Stock Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction respect of all rights pertaining to which such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled deduction and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded withholding was made by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madeParent.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI ACT shall enter into an agreement with, appoint The Bank of New York or another exchange agent mutually acceptable to ACT and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other ICH to act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")) in the Merger. (b) At or prior to the Effective Time, ACT shall provide to the Exchange Agent, for the benefit of the holders of E-RENTER Sharesshares of ICH Stock, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER ACT Common Shares issuable in exchange for certificates representing outstanding shares of ICH Stock pursuant to Section 1.6 2.1 ("Certificates") and an estimated amount in Exchange for outstanding E-RENTER Sharescash sufficient to satisfy ACT's obligations under Section 2.5. (bc) As soon as reasonably practicable after the Effective TimeTime and in no event later than ten business days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") shares of ICH Stock whose shares were converted into the right to receive HAIDA GWAI ACT Common Shares pursuant to Section 1.6: 2.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as E-RENTER and HAIDA GWAI, INC. ACT may reasonably specify. ) and (cii) No dividends instructions for use in effecting the surrender of the Certificates in exchange for certificates evidencing ACT Common Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ACT, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole ACT Common Shares to which the holder is entitled and an amount of cash in lieu of any fractional ACT Common Share in accordance with Section 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of ICH Stock that is not registered in the transfer records of ICH, payment may be made to a Person (as defined below) other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment either shall pay any transfer or other distributions declared taxes required by reason of such payment being made to a Person other than the registered holder of such Certificate or made establish to the satisfaction of ACT that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender such whole number of ACT Common Shares provided by Section 2.1 and an amount in cash in lieu of any fractional ACT Common Share in accordance with respect to HAIDA GWAI Shares with a record date after the Effective Time shall Section 2.5. No interest will be paid to or will accrue on the holder consideration payable upon the surrender of any un-surrendered Certificate with respect or on any cash payable pursuant to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such CertificateSection 2.4 or Section 2.5. (d) In the event that All ACT Common Shares delivered, and cash in lieu of any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange thereforefractional shares thereof paid, upon the making surrender of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares Certificates in accordance with the terms hereof of this Article II shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such E-RENTER Sharesshares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER ICH or HAIDA GWAI its transfer agent of the E-RENTER Shares or HAIDA GWAI Shares which shares of ICH Stock that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Entity for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesII. (ge) The Boards None of Directors ICH, ACT or the Exchange Agent shall be liable to any Person in respect of both E-RENTER AND HAIDA GWAIany shares or funds delivered to a public official pursuant to any applicable abandoned property, INCescheat or similar law. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed All Certificates and recorded funds held by the Secretary Exchange Agent for payment to the holders of State unsurrendered Certificates that remain unclaimed for six months after the Effective Time shall be redelivered by the Exchange Agent to ACT, upon demand, and any holders of Certificates who have not theretofore complied with Section 2.2(c) shall thereafter look only to the State Surviving Entity for delivery of Colorado all actions any shares or funds, subject to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madeapplicable escheat and other similar laws.

Exchange of Certificates. (a) Prior to the Effective TimeTime Parent shall deliver to its transfer agent, HAIDA GWAI shall enter into an agreement with, or a depository or trust institution of recognized standing selected by Parent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be Acquisition and reasonably satisfactory to HAIDA GWAI and E-RENTER the Company (the "Exchange AgentEXCHANGE AGENT"), ) for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) certificates representing 1 an amount of cash equal to the appropriate Merger Consideration multiplied by the number of HAIDA GWAI Shares outstanding as of the Effective Time, other than the Shares referred to in Section 1.8(c) (such cash is hereinafter referred to as the "EXCHANGE FUND"), to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange exchanged for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "CertificatesCERTIFICATES") and whose shares were converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.61.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specifyspecify prior to Closing) and (ii) customary instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration to which such holder is entitled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, Merger Consideration may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence sufficient to show that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1.9. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that If any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange thereforeexchange therefor, upon the making of an affidavit of that fact by the holder thereof thereof, such HAIDA GWAI Shares if any, Merger Consideration as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, Agent may, in its respective discretion, require the delivery of a suitable bond, opinion bond or indemnityindemnity against any claim that may be made against it with respect to such certificate. (ed) All HAIDA GWAI Shares issued Merger Consideration paid upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such E-RENTER Shares. There From the Effective Time, there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Company of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Company for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.1. (e) Any portion of the Exchange Fund that remains undistributed to the former shareholders of the Company upon the one year anniversary the Effective Time shall be delivered to Parent upon demand, and any former shareholders of the Company who have not theretofore complied with this Article 1 shall thereafter look only to Parent for payment of their claim for Merger Consideration. (f) No fractional HAIDA GWAI Shares The Exchange Agent shall invest the cash included in the Exchange Fund, as so directed by Parent. Any interest and other income resulting from such investments shall be issued in paid to Parent upon the Share Exchange, but in lieu thereof each holder termination of E-RENTER Shares otherwise entitled the Exchange Fund pursuant to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesSection 1.9(e). (g) The Boards Neither Parent nor the Company shall be liable to any holder of Directors of both E-RENTER AND HAIDA GWAIShares for Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may escheat or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madesimilar law.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Purchaser shall enter into an agreement with, and designate a bank or trust company who shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be reasonably satisfactory to HAIDA GWAI and E-RENTER the Company to act as paying agent in the Merger (the "Exchange Agent"), and on or prior to the Effective Time, Purchaser shall make available, or cause the Surviving Corporation to make available, to the Exchange Agent, cash in an amount necessary for the benefit payment of the holders Merger Consideration as provided in Section 2.8 upon surrender of E-RENTER Shares, for Exchange through certificates representing Shares (the "Certificates") as part of the Merger. Funds made available to the Exchange Agent shall be invested by the Exchange Agent as directed by Acquisition Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in accordance obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ 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 this Article I; capital exceeding $1 billion (i) certificates representing it being understood that any and all interest or income earned on funds made available to the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable Exchange Agent pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharesthis Agreement shall be turned over to Purchaser). (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) Certificate a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent Agent, shall contain instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration and shall be in such form and have contain such other provisions as E-RENTER Purchaser and HAIDA GWAI, INC. the Company may reasonably specifyspecify (together, the "Transmittal Documents")). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with duly executed Transmittal Documents, the holder of such Certificate shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Consideration in respect of all Shares formerly represented by such Certificate which such holder has the right to receive, as set forth in Section 2.8. The Certificate(s) so surrendered shall forthwith be canceled. All cash paid upon the surrender of Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. Until surrendered in accordance with the provisions of and as contemplated by this Section 3.2, any Certificate (other than Certificates representing Shares subject to Sections 2.8(c) and other than Dissenting Shares, if applicable) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration. (c) No dividends or other distributions declared or made 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 any shares of capital stock thereafter on the records of the Company. If, after the Effective Time Time, Certificates are presented to the Surviving Corporation or its transfer agent, they shall be canceled and exchanged for the consideration provided for, and in accordance with respect to HAIDA GWAI Shares with the procedures set forth, in this Article III. No interest shall accrue or be paid on any cash payable upon the surrender of a record date after Certificate or Certificates which immediately before the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificateoutstanding Shares. (d) In From and after the event that Effective Time, the holders of Certificates evidencing ownership 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) If any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Certificate to be lost, stolen or destroyed, the Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, in accordance with Section 2.8, for Shares if anyrepresented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, Board of Directors of the Surviving Corporation may, in its respective discretiondiscretion and as a condition precedent to the payment thereof, require the delivery owner of such lost, stolen or destroyed Certificate to execute and deliver to the Surviving Corporation an indemnity agreement, in a suitable bondform acceptable to the Surviving Corporation, opinion pursuant to which such owner agrees to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or indemnitydestroyed. (ef) All HAIDA GWAI Shares issued upon Promptly following the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares date which were outstanding immediately prior to the Effective Time. It is six months after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they the Surviving Corporation shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share require the Exchange Agent to round up deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the nearest round number Transactions, which had been made available to the Exchange Agent and which have not been disbursed to holders of sharesCertificates, 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 any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) The Boards Subject to Article II, the Merger Consideration paid in the Merger, if any, shall be net to the holder of Directors of both E-RENTER AND HAIDA GWAIShares in cash, INC. acknowledge that a change of name of HAIDA GWAIsubject to reduction only for any applicable Federal withholding taxes or stock transfer taxes payable by such holder. (h) Notwithstanding anything to the contrary in this Section 3.2, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State none of the State Exchange Agent, Purchaser or the Surviving Corporation shall be liable to any holder of Colorado all actions a Certificate formerly representing Shares for any amount properly delivered to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madea public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI as required by subsections (b) and (c) below, Parent shall enter into an agreement withdeliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be Acquisition and reasonably satisfactory to HAIDA GWAI and E-RENTER the Company (the "Exchange AgentEXCHANGE AGENT"), ) for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; 1: (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Parent Common Stock issuable pursuant to Section 1.6 1.8, and (ii) cash to be paid in Exchange lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "EXCHANGE FUND"), in exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "CertificatesCERTIFICATES") and whose shares were converted into the right to receive HAIDA GWAI Shares shares of Parent Common Stock pursuant to Section 1.61.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article 1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.10(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, exchange therefor upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, Agent may, in its respective discretion, require the delivery of a suitable bond, opinion bond or indemnity. (e) All HAIDA GWAI Shares shares of Parent Common Stock issued upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There Shares and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Company of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Company for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.1. (f) No fractional HAIDA GWAI Shares fractions of a share of Parent Common Stock shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, fraction of a share of Parent Common Stock shall upon surrender of its, his or her Certificate or Certificates, Certificates be entitled to receive an additional amount of cash (without interest) determined by multiplying the Average Stock Price by the fractional share interest to round up to which such holder would otherwise be entitled. The parties acknowledge that payment of the nearest round number cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State Any portion of the State Exchange Fund that remains undistributed to the stockholders of Colorado all actions the Company upon the one year anniversary the Effective Time shall be delivered to Parent upon demand, and any stockholders of the Company who have not theretofore complied with this Article 1 shall thereafter look only to Parent for payment of their claim for Parent Common Stock and cash in lieu of fractional shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (h) Neither Parent nor the Company shall be made liable to any holder of Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to and as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially maderequired by any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior Parent shall designate a bank or trust company in the United States reasonably acceptable to the Company (the “Paying Agent”) to act as agent for the holders of the Shares in connection with the Merger to receive in trust the funds to which holders of the Shares shall become entitled pursuant to Section 2.7(a). As soon as practicable after the Effective Time, HAIDA GWAI Parent or Sub shall enter into an agreement withdeposit, and shall deposit withor cause to be deposited, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (with the "Exchange Agent"), Paying Agent for the benefit of the holders of E-RENTER Shares, for Exchange through Shares the Exchange aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.7(a). Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant the Shares. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part of such earnings shall accrue to Section 1.6 in Exchange for outstanding E-RENTER the benefit of holders of Shares. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares which were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER Parent may specify) and HAIDA GWAI(ii) instructions for use in effecting the surrender of Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, INCtogether with such letter of transmittal, duly executed, and any other item specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the Merger Consideration without interest in exchange therefor, and the Certificate so surrendered shall forthwith be cancelled. may reasonably specify. (c) No dividends or If payment of the Merger Consideration is to be made to a Person other distributions declared or made after than the Effective Time with respect to HAIDA GWAI Shares with a record date after Person in whose name the Effective Time surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall have established to the holder satisfaction of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of Surviving Corporation that such Certificate shall surrender such Certificate. (d) tax either has been paid or is not applicable. In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof Person claiming such HAIDA GWAI Shares if anyCertificate to be lost, stolen or destroyed, the Paying Agent will deliver the Merger Consideration deliverable in respect of such lost, stolen or destroyed Certificate as may be required pursuant to determined in accordance with this AgreementArticle II; provided, however, that, if required by Parent, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that HAIDA GWAI may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 2.8, each Certificate shall be deemed at any time after the Exchange AgentEffective Time to represent only the right to receive the Merger Consideration in cash, maywithout interest, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityas contemplated by this Section 2.8. (ec) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It At any time following six months after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they the Surviving Corporation shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share require the Paying Agent to round up deliver to it any funds (including any earnings received with respect thereto) which had been made available to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has Paying Agent and which have not been officially completed disbursed to holders of Certificates, and recorded by thereafter such holders shall be entitled to look only to the Secretary Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of State their Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of the State of Colorado all actions a Certificate for Merger Consideration delivered to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madea public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to the Effective Timemailing of the Proxy Statement, HAIDA GWAI Parent shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law with a bank or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER trust company designated by Parent (the "Exchange AgentEXCHANGE AGENT"), providing that Parent shall deposit with the Exchange Agent as of the Effective Time, for the benefit of the holders of E-RENTER the Company Shares, for Exchange exchange in accordance with Sections 2.3 and 2.4 and this Section 2.7 through the Exchange Agent, (i) cash in an amount equal to the aggregate amount payable pursuant to Sections 2.3 and 2.5, (ii) certificates representing the shares of Parent Common Stock issuable pursuant to Sections 2.3 and 2.5 and (iii) cash in an amount equal to the aggregate amount required to be paid in lieu of fractional interests of Parent Common Stock pursuant to Section 2.10 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time and the cash referred to in clause (iii) of this Section 2.7 being hereinafter referred to as the "EXCHANGE FUND"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the cash and the Parent Common Stock contemplated to be issued pursuant to this Article II from the Exchange Fund in accordance with this Article I; (i) certificates representing Agreement. Until they are distributed, the appropriate number shares of HAIDA GWAI Shares Parent Common Stock held by the Exchange Agent shall be deemed to be issued to holders outstanding, but the Exchange Agent shall not vote such shares or exercise any rights of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharesa stockholder with regard thereto. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares representing shares of Company Common Stock (the a "CertificatesCERTIFICATE") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: the Merger Consideration, (i) a letter of transmittal and (which shall specify that delivery shall be effected, and risk of loss and title to ii) instructions for use in effecting the Certificates shall pass, only upon delivery surrender of the Certificates Certificate(s) in exchange for the Merger Consideration. Upon surrender of such Certificate(s) for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate(s) shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and cash which such form holder has the right to receive pursuant to the provisions of Sections 2.3 and have such other provisions as E-RENTER 2.10, and HAIDA GWAI, INC. may reasonably specifythe Certificate(s) so surrendered shall forthwith be canceled. (c) No dividends If any cash or any certificate representing Parent Shares is to be paid to or issued in a name other than that in which a Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other distributions declared Taxes required by reason of the payment of cash or made the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective Time with respect to HAIDA GWAI Shares with a record date after represent only the Effective Time shall right to receive upon such surrender the cash, the certificate representing shares of Parent Common Stock or cash in lieu of any fractional shares of Parent Common Stock, as applicable. No interest will be paid to the holder of or will accrue on any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificatecash so payable. (d) In the event that If any Certificate for E-RENTER holder of converted Company Shares or HAIDA GWAI Shares shall be unable to surrender such holder's Certificates because such Certificates shall have been lost, stolen lost or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the such holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but deliver in lieu thereof each holder of E-RENTER Shares otherwise entitled an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesParent. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law select a bank or such other trust company to act as paying agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Paying Agent"), ) for the benefit payment of the holders Merger Consideration upon surrender of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) Parent shall, or shall cause the Surviving Corporation to, provide to the Paying Agent on a timely basis, as and when needed after the Effective Time, funds necessary to pay for the Shares as part of the Merger pursuant to Section 2.8. (c) As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares Shares were converted into the right to receive HAIDA GWAI Shares the Merger Consideration pursuant to Section 1.6: 2.8, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify. ) and (cii) No dividends or other distributions declared or made after instructions for use in effecting the Effective Time with respect to HAIDA GWAI Shares with surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a record date after the Effective Time shall be paid Certificate for cancellation to the holder Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of any un-surrendered Certificate with respect to transmittal, duly executed, and such other documents as may reasonably be required by the HAIDA GWAI Shares represented thereby until Paying Agent, the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share in exchange therefor the amount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to round up to Section 2.8, and the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not Certificate so surrendered shall forthwith be completed on or before the effective datecanceled. In the event that of a transfer of ownership of Shares which is not registered in the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.transfer

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI as required by subsections (b) and (c) below, Parent shall enter into an agreement withdeliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be Acquisition and reasonably satisfactory to HAIDA GWAI and E-RENTER the Company (the "Exchange AgentEXCHANGE AGENT"), ) for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; 2: (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Parent Common Stock issuable pursuant to Section 1.6 2.8 and (ii) cash to be paid in Exchange lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "EXCHANGE FUND"), in exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "CertificatesCERTIFICATES") and whose shares were converted into the right to receive HAIDA GWAI Shares shares of Parent Common Stock pursuant to Section 1.62.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.10(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, exchange therefor upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, Agent may, in its respective discretion, require the delivery of a suitable bond, opinion bond or indemnity. (e) All HAIDA GWAI Shares shares of Parent Common Stock issued upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.10(c) or 2.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There Shares and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Company of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Company for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.2. (f) No fractional HAIDA GWAI Shares fractions of a share of Parent Common Stock shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, fraction of a share of Parent Common Stock shall upon surrender of its, his or her Certificate or Certificates, Certificates be entitled to receive an additional amount of cash (without interest) determined by multiplying the closing price of a share of Parent Common Stock on the NYSE (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) on the date of the Effective Time by the fractional share interest to round up to which such holder would otherwise be entitled. The parties acknowledge that payment of the nearest round number cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State Any portion of the State Exchange Fund that remains undistributed to the stockholders of Colorado all actions the Company upon the one year anniversary the Effective Time shall be delivered to Parent upon demand, and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for Parent Common Stock and cash in lieu of fractional shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (h) Neither Parent nor the Company shall be made liable to any holder of Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to and as outlined in paragraphs required by any applicable abandoned property, escheat or similar law. (ai) through (f) Notwithstanding anything herein to the contrary, Parent or Exchange Agent may withhold Merger Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of this Section 1.7 any such Merger Consideration for such purpose shall be delayed temporarily until treated as the payment thereof to the person from whom such name change has been officially madeamount was withheld for purposes of determining whether such person received amounts to which such person is entitled hereunder.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI GRMI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. EmasDeMint Law, Attorney at Law PLLC, or such other agent or agents as may be satisfactory to HAIDA GWAI GRMI and E-RENTER Guardian 8 (the "“Exchange Agent"”), for the benefit of the holders of E-RENTER Guardian 8 Shares, for Exchange exchange through the Exchange Agent in accordance with this Article I; : (i) certificates representing the appropriate number of HAIDA GWAI GRMI Shares to be issued to holders of E-RENTER Guardian 8 Shares issuable pursuant to Section 1.6 in Exchange exchange for outstanding E-RENTER Guardian 8 Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Guardian 8 Shares (the "“Certificates"”) whose shares were converted into the right to receive HAIDA GWAI GRMI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER Guardian 8 and HAIDA GWAI, INC. GRMI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing GRMI Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole GRMI Shares, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Guardian 8 Shares which are not registered in the transfer records of Guardian 8, a certificate representing the proper number of GRMI Shares may be issued to a transferee if the Certificate representing such Guardian 8 Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or GRMI to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing GRMI Shares as contemplated by this Section 1.7. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI GRMI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI GRMI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Guardian 8 Shares or HAIDA GWAI GRMI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange thereforeexchange therefor, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI GRMI Shares and cash in lieu of fractional GRMI Shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI GRMI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI GRMI Shares issued upon the surrender for Exchange exchange of E-RENTER Guardian 8 Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shareshereof. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER Guardian 8 or HAIDA GWAI GRMI of the E-RENTER Guardian 8 Shares or HAIDA GWAI GRMI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI GRMI for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI GRMI Shares shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER Guardian 8 Shares otherwise entitled to a fractional HAIDA GWAI GRMI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to At the Effective Time, HAIDA GWAI Intracel Parent shall enter into an agreement withmake available to Perkins, and shall deposit withCoie, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other as the exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange AgentEXCHANGE AGENT"), certificates representing the aggregate number of Intracel Parent Shares issuable pursuant to Section 2.05 in exchange for Company Shares, and the Exchange Agent shall hold such certificates in trust for the benefit of the holders of E-RENTER Shares, Company Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER SharesIII. (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Company Shares (the "CertificatesCERTIFICATES") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER Intracel Parent and HAIDA GWAI, INC. the Company may reasonably specify. ) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Intracel Parent Shares and any dividends payable on such Intracel Parent Shares as provided in Section 3.01(c) and cash in lieu of fractional shares as provided in clause (ce) No dividends of this Section 3.01, if applicable. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the certificates representing whole Intracel Parent Shares and cash in lieu of fractional shares as provided in clause (e) of this Section 3.01, if applicable, which such holder has the right to receive pursuant to the provisions of this Agreement, and the Certificate so surrendered shall forthwith be cancelled. If a certificate representing Intracel Parent Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance that such Certificate be properly endorsed (or other distributions declared accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or made provided for. Until surrendered as contemplated by this Section 3.01, each Certificate shall be deemed at any time after the Effective Time with respect to HAIDA GWAI Shares with a record date after represent only the Effective Time shall be paid right to receive the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In consideration specified herein; provided that in the event that any Certificate for E-RENTER holder exercises his appraisal rights, if any, under Section 262 of the GCL and becomes entitled to receive the appraised value of his Company Shares or HAIDA GWAI instead of the Intracel Parent Shares into which such Company Shares shall have been lostconverted, stolen or destroyedIntracel Parent shall pay such holder the appraised value of such Company Shares, together with any other sums which it may owe him as a result of the appraisal proceeding, upon his surrender to the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares certificate or HAIDA GWAI Shares certificates which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.Time represented

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI PFS shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law designate a bank or such other trust company reasonably acceptable to SBBX to act as the exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER in connection with the Merger (the "“Exchange Agent"”), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) . As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, PFS shall cause the Exchange Agent shall to mail to each holder of record of a certificate one or certificates which more Old Certificates representing shares of SBBX Common Stock immediately prior to the Effective Time represented outstanding E-RENTER Shares (that have been converted at the "Certificates") whose shares were converted Effective Time into the right to receive HAIDA GWAI Shares the Merger Consideration pursuant to Section 1.6: 3.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be (ii) instructions for use in effecting the surrender of the Old Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration that such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lostbecome entitled to receive in accordance with, stolen or destroyedand subject to, the Exchange Agent shall issue Section 3.1.3, and any cash in Exchange therefore, upon the making lieu payable in respect of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares Fractional Share Consideration in accordance with the terms hereof shall Section 3.1.4, and any dividends or distributions to be deemed paid pursuant to have been issued in full satisfaction of all rights pertaining to such E-RENTER SharesSection 3.2.3. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It From and after the Effective Time, upon proper surrender of the Old Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but or an affidavit of loss in lieu thereof each thereof) for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal duly executed, the holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her such Old Certificate or Certificates, shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing the Merger Consideration to which such holder of SBBX Common Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and (ii) a check representing the amount of (A) any cash in lieu of fractional shares that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.1.4 and (B) any dividends or distributions that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.2.3, and the Old Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrue on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 3.2.3. Until each Old Certificate is surrendered as contemplated by this Section 3.2.1, such Old Certificate shall be deemed at all times after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor, without interest), subject to all applicable withholding of Tax in accordance with Section 3.2.7. The Exchange Agent shall accept such Old Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an additional share orderly exchange thereof in accordance with normal exchange practices. If any New Certificate representing shares of PFS Common Stock is to round up be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may Exchange Agent in advance any transfer or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded other similar Taxes required by the Secretary of State reason of the State issuance of Colorado all actions a New Certificate representing shares of PFS Common Stock in any name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason, or shall establish to be made as outlined in paragraphs (a) through (f) the satisfaction of this Section 1.7 be delayed temporarily until the Exchange Agent that such name change Tax has been officially madepaid or is not payable.

Exchange of Certificates. (a) Prior to the Effective TimeMailing Date, HAIDA GWAI Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as agent (the “Exchange Agent”) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration. Parent shall pay all costs, fees, and expenses incurred in connection with the retention and engagement of the Exchange Agent. In connection with the foregoing, Parent and Merger Sub shall enter into an exchange agent and nominee agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (with the "Exchange Agent"), for in a form reasonably acceptable to the benefit of Company, setting forth the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares procedures to be issued to holders of E-RENTER Shares issuable pursuant to used in accomplishing the deliveries and other actions contemplated by this Section 1.6 in Exchange for outstanding E-RENTER Shares2.03. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause to be mailed to each record holder, as of the Effective Time, of Certificates or Book-Entry Shares (other than any holder which has previously and properly surrendered all of its Certificate(s) to the Exchange Agent shall mail to each holder in accordance with this Section 2.03) (each, an “Electing Shareholder”), a form of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and shall be instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specifyShares in exchange for the Merger Consideration. (c) Immediately prior to the Effective Time, Parent shall (1) issue and deposit or cause to be deposited with the Exchange Agent to be held in trust for the holders of Company Common Stock, evidence of shares in book-entry form in compliance with the Parent’s certificate of incorporation and all applicable Laws, representing Parent Shares issuable pursuant to Section 2.01 in exchange for outstanding Company Common Stock, and to make any dividends or other distributions pursuant to Section 2.03(g), in each case, to be paid in respect of the Certificates and the Book-Entry Shares by holders thereof who have properly delivered to the Exchange Agent their Company Common Stock. Any cash and Parent Shares deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, subject to the terms of the exchange agent and nominee agreement entered into with Parent, deliver the Merger Consideration contemplated to be issued pursuant to Section 2.01 and Section 2.02 out of the Exchange Fund. Until used for that purpose, the cash portion of the Exchange Fund shall be invested by the Exchange Agent in short-term obligations of or guaranteed by the United States of America or short-term obligations of an agency of the United States of America which are 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 ▇▇▇▇▇’▇ Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, short-term certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with commercial banks which have capital, surplus and undivided profits aggregating more than $10 billion (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided, that no such investment or losses thereon shall affect the Merger Consideration payable to former holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional interests, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional cash funds to the Exchange Agent for the benefit of the former holders of Company Common Stock in the amount of any such losses. The Exchange Fund shall not be used for any purpose other than the foregoing. (d) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate or Book-Entry Share to the Exchange Agent together with the letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (A) one or more Parent Shares which shall be in uncertificated book-entry form and which shall represent, in the aggregate, the whole number of Parent Shares that such holder has the right to receive pursuant to Section 2.01 (after taking into account all Shares then held by such holder) and (B) a check in the amount equal to any cash that such holder has the right to receive in lieu of any fractional Shares pursuant to Section 2.02 and any dividends and other distributions pursuant to Section 2.03(g), in each case, less any required withholding taxes. The Merger Consideration shall be paid as promptly as reasonably practicable after receipt by the Exchange Agent of the Certificate or Book-Entry Share and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares in accordance with Section 2.02 hereof or on any unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. Until so surrendered, each such Certificate and Book-Entry Share shall, from and after the Effective Time, represent for all purposes only the right to receive the Merger Consideration, the issuance or payment of which (including any cash in lieu of fractional shares) shall be deemed to be the satisfaction in full of all rights pertaining to Shares converted in the Merger. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Book-Entry Share or shall establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration thereof that the surrendered Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (f) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter. If, after the Effective Time, any Certificates or Book-Entry Shares representing such shares are presented for transfer to the Exchange Agent, each such share shall be cancelled and exchanged for the Merger Consideration provided for in this Article II in accordance with the terms hereof. In the event of a transfer of ownership of any Share prior to the Effective Time that has not been registered in the transfer records of the Company, the Merger Consideration payable in respect of such Share shall be paid to the transferee of such share if the Certificate or Book-Entry Share that previously represented such share is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. From and after the Effective Time, the holders of Certificates and Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided in this Agreement or by applicable Law. (g) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Parent Shares issued in the Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until such Certificates or Book-Entry Shares are surrendered as provided in this Section 2.03. Following such surrender, subject to the effect of escheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the Parent Shares, if any, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such Parent Shares with a record date after the Effective Time shall be paid and a payment date on or prior to the holder date of any un-surrendered Certificate such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Parent Shares with a record date after the HAIDA GWAI Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of Parent Shares, all Parent Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may to be required issued pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof Merger shall be deemed entitled to have been dividends pursuant to the immediately preceding sentence as if issued in full satisfaction and outstanding as of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI as required by subsections (b) and (c) below, Parent shall enter into an agreement withdeliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be Acquisition and reasonably satisfactory to HAIDA GWAI and E-RENTER the Company (the "“Exchange Agent"), ”) for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; 2: (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Parent Common Stock issuable pursuant to Section 1.6 2.8 hereof and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the “Exchange Fund”), in exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "“Certificates"”) and whose shares were converted into the right to receive HAIDA GWAI Shares shares of Parent Common Stock pursuant to Section 1.62.8 hereof: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right of the holder thereof to receive upon such surrender the certificate representing share of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled as contemplated by this Section 2.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of a fractional share shall be paid to any such holder pursuant to Section 2.10(f) hereof, until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.10(f) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, exchange therefor upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, Agent may, in its respective discretion, require the delivery of a suitable bond, opinion bond or indemnity. (e) All HAIDA GWAI Shares shares of Parent Common Stock issued upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.10(c) or 2.10(f) hereof ) shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There Shares and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Company of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Company for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.2. (f) No fractional HAIDA GWAI Shares fractions of a share of Parent Common Stock shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, fraction of a share of Parent Common Stock shall upon surrender of its, his or her Certificate or Certificates, Certificates be entitled to receive an additional amount of cash (without interest) determined by multiplying the closing price of a share of Parent Common Stock as reported on the NASDAQ on the date of the Effective Time by the fractional share interest to round up to which such holder would otherwise be entitled. The parties acknowledge that payment of the nearest round number cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State Any portion of the State Exchange Fund that remains undistributed to the stockholders of Colorado all actions the Company upon the one year anniversary the Effective Time shall be delivered to Parent upon demand, and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for Parent Common Stock and cash in lieu of fractional shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (h) Neither Parent nor the Company shall be made liable to any holder of Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to and as outlined in paragraphs required by any applicable abandoned property, escheat or similar law. (ai) through (f) Notwithstanding anything herein to the contrary, Parent or the Exchange Agent may withhold Merger Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of this Section 1.7 any such Merger Consideration for such purpose shall be delayed temporarily until treated as the payment thereof to the person from whom such name change has been officially madeamount was withheld for purposes of determining whether such person received amounts to which such person is entitled hereunder.

Exchange of Certificates. (a) Prior On the Effective Date, Nu Skin shall deliver instructions to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory Exchange Agent to HAIDA GWAI and E-RENTER (the "Exchange Agent"), hold in trust for the benefit of the holders of E-RENTER Company Securities (other than Dissenting Shares), for Exchange through pursuant to the terms of the Exchange Agent Agreement attached hereto as Exhibit E, for exchange and payment in accordance with this Article I; (i) certificates representing Section 2.09 the appropriate number of HAIDA GWAI Shares to be issued to holders shares of E-RENTER Shares Class A Common Stock issuable pursuant to Section 1.6 Article II and the cash payable in Exchange lieu of fractional shares, if any, in each case in exchange for outstanding E-RENTER SharesCompany Securities. (b) As soon as reasonably practicable The Surviving Corporation shall, promptly after the Effective TimeDate, the Exchange Agent shall mail cause to be mailed to each holder of record of a certificate or certificates which (each, a "Company Certificate") which, immediately prior to the Effective Time Time, represented outstanding E-RENTER Shares (the "Certificates") Company Securities whose shares were converted into the right to receive HAIDA GWAI Shares Class A Common Stock pursuant to Section 1.6: this Article II (i) a letter of transmittal (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 such Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Nu Skin may reasonably specify) and (ii) instructions for effecting the surrender of the Company Certificates in exchange for Class A Common Stock pursuant to this Article II and the cash payable in lieu of fractional shares, if any. (c) No dividends At any time on or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with Date, a record date after the Effective Time shall be paid holder of Company Certificates may surrender such certificates to the holder Exchange Agent. Upon surrender of any un-surrendered Certificate with respect Company Certificates for cancellation to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, maytogether with the letter of transmittal, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares duly completed and validly executed in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I.instructions thereto: (fi) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, such Company Certificates shall be entitled to receive an additional share in exchange therefor: (A) one or more certificates representing, in the aggregate, that whole number of shares of Class A Common Stock that such holder has the right to round receive pursuant to the provisions of Section 2.06 in respect of the Company Securities represented by such Company Certificates, (1) minus such holder's proportionate interest in the Total Escrow Shares (rounded up to the nearest round number whole share) (the "Escrow Shares"), which shall be equal to the product of shares. (gx) The Boards the Total Escrow Shares multiplied by (y) the quotient of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through the number of shares of Class A Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.06 divided by (fb) of this Section 1.7 be delayed temporarily until the Nu Skin Class A Shares, and (2) minus such name change has been officially made.holder's proportionate interest in the Total Cholestin Escrow Shares (rounded up to the nearest whole share) (the "Cholestin Escrow

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI shall Mergerco will (i) designate Computershare Investor Services, LLC or other commercial bank or trust company to act as the paying agent (the “Paying Agent”) for the benefit of holders of shares of Company Common Stock (other than the Cancelled Shares and the Dissenting Shares) in the Merger and Mergerco will enter into an agreement withwith the Paying Agent pursuant to which, after the Effective Time, the Paying Agent will distribute the Merger Consideration on a timely basis, and shall (ii) irrevocably deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares cause to be issued deposited with the Paying Agent cash in an amount required with respect to holders the conversion of E-RENTER Shares issuable shares of Company Common Stock at the Effective Time pursuant to Section 1.6 in 3.1 and this Section 3.4 as share certificates are surrendered (such cash being hereinafter referred to as the “Exchange Fund”). The Paying Agent must, pursuant to irrevocable instructions, deliver the cash contemplated to be paid pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.4(g), the Exchange Fund must not be used for outstanding E-RENTER Sharesany other purpose. (b) As soon promptly as reasonably practicable after the Effective Time, the Exchange Surviving Corporation will cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (to the extent such certificates have not already been submitted to the Paying Agent) which immediately prior to the Effective Time represented outstanding E-RENTER shares (other than Cancelled Shares and Dissenting Shares) of Company Common Stock (the "“Certificates"”) whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall will be in such form and have such other provisions as E-RENTER the Surviving Corporation and HAIDA GWAI, INC. may the Paying Agent will reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the aggregate Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificates will have been converted into the right to receive pursuant to this Agreement. (c) No dividends or Upon surrender to the Paying Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other distributions declared or made documents as may be reasonably required by the Paying Agent pursuant to such instructions, the holder of such Certificate will be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, to be distributed as soon as practicable after the Effective Time with respect (after giving effect to HAIDA GWAI Shares with any required tax withholding) in each case without interest, and the Certificate so surrendered will immediately be cancelled. In the event of a record date transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.4, each Certificate will be deemed at all times after the Effective Time shall be paid for all purposes to represent only the holder of any un-surrendered Certificate right to receive upon such surrender the Merger Consideration with respect to the HAIDA GWAI Shares each share of Company Common Stock formerly represented thereby until the holder of record of such Certificate shall surrender such Certificatethereby. (d) In Cash paid upon conversion of the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making shares of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares Company Common Stock in accordance with the terms hereof shall will be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall shares of Company Common Stock and, following the Effective Time, there will be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which shares of Company Common Stock that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation for any reason, they shall will be cancelled and Exchanged exchanged as provided in this Article I.Section 3.4. From and after the Effective Time, holders of Certificates will cease to have any rights as stockholders of the Company, except for the right to receive upon the surrender of such Certificates, in accordance with this Section 3.4, the Merger Consideration with respect to each share of Company Common Stock formerly represented by such Certificates or as otherwise provided by law. (e) To the extent permitted by applicable law, any portion of the Exchange Fund (plus any interest and other income received by the Paying Agent in respect of such funds) which remains undistributed to the holders of shares of Company Common Stock twelve months after the Effective Time will be delivered to the Surviving Corporation, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Section 3.4 must thereafter look, as general creditors, only to the Surviving Corporation for the Merger Consideration, without interest. Any portion of the Exchange Fund remaining unclaimed by holders of shares of Company Common Stock three years after the Effective Time (or such earlier date, as is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity) will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (f) No fractional HAIDA GWAI Shares shall Notwithstanding any other provision in this Section 3.4, neither the Paying Agent nor the Surviving Corporation will be issued in the Share Exchange, but in lieu thereof each liable to any holder of E-RENTER Shares otherwise entitled shares of Company Common Stock for any cash delivered to a fractional HAIDA GWAI Share shallpublic official pursuant to any applicable abandoned property, upon surrender of its, his escheat or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharessimilar law. (g) The Boards Paying Agent or, at any time after twelve months following the Effective Time, the Surviving Corporation will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Directors shares of both E-RENTER AND HAIDA GWAICompany Common Stock such amounts as it is required to deduct and withhold from such payment under the Internal Revenue Code of 1986, INCas amended (the “Code”), or any provision of state, local or foreign tax law. acknowledge To the extent that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded amounts are so withheld by the Secretary Paying Agent or the Surviving Corporation, as applicable, such withheld amounts will be treated for all purposes of State this Agreement as having been paid to the holder of the State shares of Colorado all actions Company Common Stock in respect of which such deduction and withholding was made. (h) If any Certificate has been lost, stolen or destroyed, upon the delivery to the Paying Agent of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration for each share of Company Common Stock represented by such Certificate. (i) The Paying Agent will invest the Exchange Fund as outlined directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Company Common Stock) in paragraphs (a) through (f) direct obligations of, or money market funds substantially all the assets of this Section 1.7 which are invested in direct obligations of, the United States of America or any agency the obligations of which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments will be delayed temporarily until such name change has been officially madepaid to the Surviving Corporation, and no interest or other income will be paid or accrued on the Merger Consideration to the holders of Company Common Stock.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI The Parent shall enter into an agreement with, and with the Exchange Agent which shall provide that the Parent shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney with the Exchange Agent at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")Effective Time, for the benefit of the holders of E-RENTER Sharesshares of Company Common Stock issued and outstanding immediately prior to the Effective Time, for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) 2, certificates representing the appropriate number shares of HAIDA GWAI Shares Parent Common Stock and the Cash Consideration (such shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time, the Cash Consideration and any cash payable in lieu of any fractional shares of Parent Common Stock being hereinafter referred to be issued to holders of E-RENTER Shares as the "Exchange Fund") issuable or payable pursuant to Section 1.6 2.1 in Exchange exchange for outstanding E-RENTER Sharesshares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") Holder whose shares were converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.6: 2.1 and who did not properly complete a Form of Election, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER the Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with either (x) an Election by Holders making an effective Election or (y) letter of transmittal by Holders not making an effective Election, in each case duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall receive in exchange therefor either (A) (1) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article 2, (2) dividends or other distributions, if any, in accordance with Section 2.3(c), and (3) cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e) or (B) a check representing that portion of the Cash Consideration issuable in respect of the shares of Company Common Stock formerly represented by such Certificate, and, in either case, the Certificate so surrendered shall forthwith be canceled. If a transfer of ownership of shares of Company Common Stock has not then been registered in the transfer records of the Company, the Merger Consideration issuable in respect of the shares of Company Common Stock formerly represented by such Certificate may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Parent that such Tax has been paid or is not applicable. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock shall be paid by the Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of record the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such Certificate shall surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such Certificatesurrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that All shares of Parent Common Stock issued and any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required cash paid pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued Article 2 upon the surrender for Exchange exchange of E-RENTER Shares Certificates in accordance with the terms hereof of this Article 2 shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such E-RENTER Shares. There Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which shares of Company Common Stock that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.2, except as otherwise provided by law. (e) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of the Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the Parent. The Parent shall pay each former holder of shares of Company Common Stock an amount in cash equal to (i) the fractional share interest to which such former holder (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) would otherwise be entitled multiplied by (ii) the Closing Parent Share Value. (f) No fractional HAIDA GWAI Shares Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be issued in delivered to the Share ExchangeParent, but upon demand, and any holders of the Certificates who have not theretofore complied with this Article 2 shall thereafter look only to the Parent for payment of their claim for Merger Consideration, any dividends or distributions with respect to the Parent Common Stock and any cash in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender shares of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesParent Common Stock. (g) None of the Parent, Merger Sub, the Company or the Exchange Agent shall be liable to any Person in respect of any shares of Parent Common Stock, any dividends or distributions with respect thereto, any cash in lieu of fractional shares of Parent Common Stock or any cash from the Exchange Fund, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered immediately prior to the date on which any amounts payable pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Entity, any such amounts shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Boards of Directors of both E-RENTER AND HAIDA GWAIExchange Agent shall invest any cash included in the Exchange Fund, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded as directed by the Secretary Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent. Any losses resulting from such investments shall not reduce the right of State any holder of a Certificate to receive the State amounts otherwise payable pursuant to this Article 2. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of Colorado all actions an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Parent, the posting by such Person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect thereto and, if applicable, any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof and any cash in lieu of fractional shares, in each case pursuant to this Agreement. (j) The Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the amounts otherwise payable to a holder of shares of Company Common Stock pursuant to this Article 2 such amounts as outlined in paragraphs any of them reasonably determine to be required to be deducted and withheld under the Internal Revenue Code of 1986 (athe "Code") through (f) or provisions of other Tax law. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Section 1.7 be delayed temporarily until Agreement as having been paid to the former holder of shares of Company Common Stock in respect of which such name change has been officially madededuction and withholding was made by the Parent, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates. (a) Prior to Substantially contemporaneously with the Effective Time, HAIDA GWAI Mergeco shall enter into an agreement with, cause to be deposited with a paying agent to be jointly selected by the Company (acting through the Special Committee) and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER Mergeco (the "Exchange Paying Agent"), for the benefit of the holders of E-RENTER shares of Company Common Stock (other than Treasury Shares, Converted Shares and Dissenting Shares), for Exchange through the Exchange Agent payment in accordance with this Article I; (i) certificates representing III, the appropriate number of HAIDA GWAI Shares funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Sharespayable. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Exchange Paying Agent shall mail to each holder of record of a an outstanding certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER shares of Company Common Stock (other than Treasury Shares, Converted Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: and Dissenting Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificates shall pass, only upon delivery of the Certificates such certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER Mergeco and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Merger Consideration multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.4(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) No dividends or other distributions declared or made after Subject to the Effective Time provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with respect the terms of this Article III shall be deemed to HAIDA GWAI Shares have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with a record date the Paying Agent pursuant to this Section 3.4 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be paid delivered to the holder Surviving Corporation at such time and any former holders of any un-surrendered Certificate with respect shares of Company Common Stock prior to the HAIDA GWAI Shares represented thereby until Merger who have not theretofore complied with this Article III shall thereafter look only to the holder Surviving Corporation and only as general unsecured creditors thereof for payment of record of such Certificate shall surrender such Certificatetheir claim for cash, if any. (de) None of Mergeco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Shares certificate to be lost, stolen or destroyed and, if anyrequired by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance made against it with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining respect to such E-RENTER Shares. There shall be no further registration of transfers on certificate, the stock transfer books of either of E-RENTER Paying Agent will issue in exchange for such lost, stolen or HAIDA GWAI of destroyed certificate the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesMerger Consideration. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to As of the Effective Time, HAIDA GWAI shall enter into an agreement with, and Parent shall deposit withwith ChaseMellon Shareholder Services, ▇▇▇▇▇▇ ▇. EmasL.L.C., Attorney at Law or or, following consultation with the Company, such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent")) as may be appointed by Parent and Acquisition, for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent exchange in accordance with this Article I; 1, through the Exchange Agent: (i) certificates representing the appropriate number of HAIDA GWAI Shares shares of Parent Common Stock and (ii) cash to be issued paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to holders of E-RENTER Shares as the "Exchange Fund") issuable pursuant to Section 1.6 1.8 in Exchange exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares shares of Parent Common Stock pursuant to Section 1.61.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of this Article 1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI Shares shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.10(f) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange thereforeexchange therefor, upon the making of an affidavit of that fact by the holder thereof thereof, such HAIDA GWAI Shares shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or bond and/or indemnity. (e) All HAIDA GWAI Shares shares of Parent Common Stock issued upon the surrender for Exchange exchange of E-RENTER Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There , subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.1. (f) No fractional HAIDA GWAI Shares fractions of a share of Parent Common Stock shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share fraction of a share of Parent Common Stock shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to amount of cash (without interest) determined by multiplying the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed closing price for Parent Common Stock as reported on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.New York

Exchange of Certificates. (a) Prior to the Effective TimeDendreon shall authorize Mellon Investor Services LLC, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other firm as is reasonably acceptable to Corvas, to serve as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER hereunder (the "Exchange Agent"). Promptly after the Effective Time, for Dendreon shall deposit or shall cause to be deposited in trust with the benefit Exchange Agent certificates representing the number of whole shares of Dendreon Common Stock to which the holders of E-RENTER SharesCorvas Common Stock are entitled pursuant to this Article II, together with cash sufficient to pay for fractional shares then known to Dendreon (such cash amounts and certificates being hereinafter referred to as the "Exchange through Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Dendreon, deliver the number of shares of Dendreon Common Stock and pay the amounts of cash provided for in Section 2.01 out of the Exchange Fund. Additional amounts of cash, if any, needed from time to time by the Exchange Agent to make payments for fractional shares shall be provided by Dendreon and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in accordance with this Article I; (i) certificates representing Agreement, or as otherwise agreed to by Dendreon, Sub, and Corvas prior to the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER SharesEffective Time. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail and otherwise make available to each record holder who, as of the Effective Time, was a holder of record a Certificate a form of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery and instructions for use in effecting the surrender of the Certificate for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent and the form of letter of transmittal shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INCso reflect. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid Upon surrender to the holder Exchange Agent of any un-surrendered Certificate a Certificate, together with respect to the HAIDA GWAI Shares represented thereby until such letter of transmittal duly executed, the holder of record of such Certificate shall surrender such Certificate. be entitled to receive in exchange therefor (di) In the event that any Certificate for E-RENTER Shares one or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact more certificates as requested by the holder thereof such HAIDA GWAI Shares if any(properly issued, executed, and countersigned, as may be required appropriate) representing that number of whole shares of Dendreon Common Stock to which such holder of Corvas Common Stock shall have become entitled pursuant to this Agreementthe provisions of Section 2.01, and (ii) as to any fractional share, a check representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.01(d) and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificate. Dendreon shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of Dendreon Common Stock provided that such certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided, however, that HAIDA GWAI Dendreon shall not pay any transfer or other tax if the obligation to pay such tax under applicable law is solely that of the stockholder or if payment of any such tax by Dendreon otherwise would cause the Combination to fail to qualify as a reorganization under the Code. If any portion of the consideration to be received pursuant to this Article II upon exchange of a Certificate (whether the consideration to be received is a certificate representing shares of Dendreon Common Stock or a check representing cash for a fractional share) is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Dendreon Common Stock or a check representing cash for a fractional share to such other person, or establish to the satisfaction of the Exchange AgentAgent that such tax has been paid or that no such tax is applicable. From the Effective Time until surrender in accordance with this Section 2.03, mayeach Certificate (other than Certificates representing treasury shares of Corvas) shall be deemed, for all corporate purposes other than the payment of dividends or other distributions, to evidence the ownership of the number of whole shares of Dendreon Common Stock into which such shares of Corvas Common Stock shall have been so converted. No dividends that are otherwise payable on Dendreon Common Stock will be paid to persons entitled to receive Dendreon Common Stock until such persons surrender their Certificates. After such surrender, there shall be paid to the person in its respective discretionwhose name the Dendreon Common Stock shall be issued any dividends on such Dendreon Common Stock that shall have a record date on or after the Effective Time and prior to such surrender. If the payment date for any such dividend is after the date of such surrender, require such payment shall be made on such payment date. In no event shall the delivery persons entitled to receive such dividends be entitled to receive interest on such dividends. All payments in respect of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange shares of E-RENTER Shares Corvas Common Stock that are made in accordance with the terms hereof shall be deemed to have been issued made in full satisfaction of all rights pertaining to such E-RENTER Shares. There securities. (c) In case of any lost, mislaid, stolen, or destroyed Certificate, the holder thereof may be required, as a condition precedent to the delivery to such holder of the consideration described in Section 2.01 and in accordance with Section 167 of the Delaware Law, to deliver to Dendreon a bond in such reasonable sum as Dendreon may direct as indemnity against any claim that may be made against the Exchange Agent, Dendreon, or the Continuing Corporation with respect to the Certificate alleged to have been lost, mislaid, stolen, or destroyed. (d) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Continuing Corporation of the E-RENTER Shares or HAIDA GWAI Shares which shares of Corvas Common Stock that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Continuing Corporation for any reasontransfer, they shall be cancelled canceled and Exchanged as provided exchanged for the consideration described in this Article I. (f) No fractional HAIDA GWAI Shares Section 2.01. After the Effective Time, the shares of Corvas Common Stock shall be issued in delisted from the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesNasdaq National Market. (ge) The Boards Any portion of Directors the Exchange Fund that remains unclaimed by the stockholders of both E-RENTER AND HAIDA GWAICorvas for six months after the Effective Time shall be returned to Dendreon, INC. acknowledge that a change upon demand, and any holder of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name Corvas Common Stock who has not been officially completed and recorded by the Secretary of State theretofore complied with Section 2.03(b) shall thereafter look only to Dendreon for issuance of the State number of Colorado all actions shares of Dendreon Common Stock and other consideration to which such holder has become entitled pursuant to Section 2.01, provided, however, that neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Corvas Common Stock for any amount required to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madepaid to a public official pursuant to any applicable abandoned property, escheat, or similar law.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law designate a United States bank or trust company (or such other Person or Persons as shall be reasonably acceptable to Parent and the Company) to act as paying agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER in the Merger (the "Exchange Paying Agent"), and from time to time on, prior to or after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent cash in amounts and at the times necessary for the benefit payment of the holders Merger Consideration upon surrender of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing Shares as part of the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable Merger pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares2.5. Such funds shall be invested by the Paying Agent as directed by Parent. Any and all profits resulting from, or interest or income earned on or produced by, such investments shall be payable as directed by Parent. (b) As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares which were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided in Section 2.5. Upon surrender of a Certificate for cancellation to the Paying 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, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and otherwise accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares or Shares to be cancelled in accordance with Section 2.5(b) above) shall be deemed for all purposes at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent (or any affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made by Parent or the Paying Agent. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be All cash paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares Certificates in accordance with the terms hereof of this Article II shall be deemed to have been issued paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such E-RENTER SharesCertificates. There At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Surviving Corporation of the E-RENTER Shares or HAIDA GWAI Shares which that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Surviving Corporation or the Paying Agent for any reason, then they shall be cancelled canceled and Exchanged exchanged as provided in this Article I.II. (d) Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be canceled pursuant to Section 2.5(b)) shall look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) and only as general creditors thereof, with respect to any Merger Consideration that may be payable, without interest thereon, upon due surrender of the Certificates held by such holder. (e) Notwithstanding the foregoing, none of Parent, Sub, the Company or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)), then the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto. (f) No fractional HAIDA GWAI Shares If any Certificate shall be issued in the Share Exchangehave been lost, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shallstolen or destroyed, upon surrender the making of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number affidavit of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded fact by the Secretary of State of the State of Colorado all actions Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such Person of a bond, in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made as outlined against them with respect to such Certificate, the Paying Agent will pay in paragraphs (a) through (f) exchange for such lost, stolen or destroyed Certificate the amount of cash to which the holders thereof are entitled pursuant to this Section 1.7 be delayed temporarily until such name change has been officially madeArticle II.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI the Company shall enter into an agreement withselect and appoint a commercial bank or trust company who shall be reasonably satisfactory to Parent to act as the paying agent (the “Paying Agent”) for the payment of the Merger Consideration upon surrender of Certificates. At or prior to the Effective Time, and Parent shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (with the "Exchange Agent"), Paying Agent for the benefit of the holders of E-RENTER Shares, for shares of Company Common Stock immediately available funds in the amount of the aggregate Merger Consideration under Section 3.01(c) (such cash being hereinafter referred to as the “Exchange through Fund”). The Paying Agent shall deliver the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares Merger Consideration contemplated to be issued to holders of E-RENTER Shares issuable paid pursuant to Section 1.6 in 3.01(c) out of the Exchange for outstanding E-RENTER SharesFund. (b) As soon as reasonably practicable after the Effective Time (but in no event more than three Business Days after the Effective Time), Parent shall instruct the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: Certificates (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent (or affidavit of loss in lieu thereof in accordance with Section 3.08)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof in accordance with Section 3.08) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and have the Person requesting such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. payment shall (cA) No dividends pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or (B) establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is otherwise not applicable. Except as otherwise provided with respect to unpaid dividends and other distributions declared or made in Section 3.04, until surrendered as contemplated by this Section 3.03, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time with respect to HAIDA GWAI Shares with a record date after represent only the Effective Time shall be paid right to receive upon such surrender the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lostMerger Consideration, stolen or destroyedwithout interest, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) Agreement. No fractional HAIDA GWAI Shares interest shall be issued in paid or shall accrue on any Merger Consideration payable upon the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesany Certificate. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI CALIPSO shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. EmasSignature Stock Transfer, Attorney at Law Inc. or such other agent or agents as may be satisfactory to HAIDA GWAI CALIPSO and E-RENTER KFI (the "Exchange Agent"), for the benefit of the holders of E-RENTER KFI Shares, for Exchange exchange through the Exchange Agent in accordance with this Article I; : (i) certificates representing the appropriate number of HAIDA GWAI CALIPSO Shares to be issued to holders of E-RENTER KFI Shares issuable pursuant to Section 1.6 in Exchange exchange for outstanding E-RENTER KFI Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER KFI Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI CALIPSO Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER KFI and HAIDA GWAI, INC. CALIPSO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing CALIPSO Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole CALIPSO Shares, which such holder has the right to receive pursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of KFI Shares which are not registered in the transfer records of KFI, a certificate representing the proper number of CALIPSO Shares may be issued to a transferee if the Certificate representing such KFI Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or CALIPSO to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing CALIPSO Shares as contemplated by this Section 1.7. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI CALIPSO Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered unsurrendered Certificate with respect to the HAIDA GWAI CALIPSO Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER KFI Shares or HAIDA GWAI CALIPSO Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI CALIPSO Shares and cash in lieu of fractional CALIPSO Shares, if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI CALIPSO or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI CALIPSO Shares issued upon the surrender for Exchange exchange of E-RENTER KFI Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER KFI Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI KFI of the E-RENTER Shares or HAIDA GWAI KFI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates of KFI are presented to HAIDA GWAI CALIPSO for any reason, they shall be cancelled canceled and Exchanged exchanged as provided in this Article I. (f) No fractional HAIDA GWAI CALIPSO Shares shall be issued in the Share ExchangeMerger, but in lieu thereof each holder of E-RENTER KFI Shares otherwise entitled to a fractional HAIDA GWAI CALIPSO Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to As of the Effective Time, HAIDA GWAI shall enter into an agreement with, and Parent shall deposit with, with Chas▇ ▇▇▇▇▇▇ ▇. Emas▇▇reholder Services, Attorney at Law LLC, or such other agent or agents as may be satisfactory to HAIDA GWAI appointed by Parent and E-RENTER Acquisition (the "Exchange Agent"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) certificates representing 2, through the appropriate number Exchange Agent an amount of HAIDA GWAI Shares cash equal to be issued to holders of E-RENTER Shares issuable the aggregate Merger Consideration payable pursuant to Section 1.6 2.6 (such amount of cash is hereinafter referred to as the "Exchange Fund"), in Exchange exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.62.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check representing the proper amount of Merger Consideration may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange thereforeexchange therefor, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if anythereof, the Merger Consideration, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI Parent or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bondbond and/or indemnity. (d) Any portion of the Exchange Fund which remains undistributed to the shareholders of the Company for six months after the Effective Time shall be delivered to Parent, opinion or indemnityupon demand, and any shareholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent as general creditors for payment of their claims for Merger Consideration. (e) All HAIDA GWAI Shares issued upon Neither Parent nor the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof Company shall be deemed liable to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled for amount of cash from the Exchange Fund delivered to a fractional HAIDA GWAI Share shallpublic official pursuant to any applicable abandoned property, upon surrender of its, his escheat or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharessimilar law. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior At or prior to the Effective Time, HAIDA GWAI Purchaser shall enter into an agreement withdeposit, and or shall deposit withcause to be deposited, ▇▇▇▇▇▇ ▇. Emaswith LaSalle Bank, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER N.A. (the "Exchange Paying Agent"), for the benefit of the holders of E-RENTER SharesShareholders, for Exchange through the Exchange Agent exchange in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares Section 2.05, cash in an amount required to be issued to holders of E-RENTER Shares issuable paid pursuant to Section 1.6 in this Article II (such cash being hereinafter referred to as the "Exchange for outstanding E-RENTER SharesFund"). (b) As soon as reasonably practicable after After the Effective Time (and in any event within two business days of the Effective Time), Purchaser shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: Certificates (i) a letter of transmittal (in customary form which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER Purchaser and HAIDA GWAI, INC. Seller may reasonably specifyagree prior to the Effective Time and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with a duly executed and completed, in accordance with its terms, letter of transmittal, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, the amount of cash which the number of shares of Seller Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to this Article II and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Seller Common Stock which is not registered on the transfer records of Seller, payment of the Merger Consideration may be issued to such transferee if the Certificate representing such shares of Seller Common Stock held by such transferee is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) No dividends In case of any lost, mislaid, stolen, or other distributions declared or made after destroyed Certificate, the Effective Time with respect to HAIDA GWAI Shares with holder thereof may be required, as a record date after the Effective Time shall be paid condition precedent to the delivery to such holder of the consideration described in Section 2.02, to deliver to Purchaser a bond in such reasonable sum as Purchaser may direct as indemnity against any un-surrendered Certificate claim that may be made against the Paying Agent, Purchaser, or the Continuing Corporation with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificatealleged to have been lost, mislaid, stolen, or destroyed. (d) In After the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lostEffective Time, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There there shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI the Continuing Corporation of the E-RENTER Shares or HAIDA GWAI Shares which shares of Seller Common Stock that were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI the Continuing Corporation for any reasontransfer, they shall be cancelled canceled and Exchanged as provided exchanged for the consideration described in Section 2.02. (e) Any portion of the Exchange Fund which remains undistributed to holders of Certificates 180 days after the Effective Time shall be delivered to Purchaser, upon demand therefor, and holders of Certificates who have not theretofore complied with this Article I.Section 2.05 shall thereafter look only to Purchaser for the Merger Consideration payable in respect of such shares of Seller Common Stock, without any interest thereon. (f) No fractional HAIDA GWAI Shares None of Purchaser, Sub, the Continuing Corporation or the Paying Agent shall be issued liable to any person in respect of any cash from the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled Exchange Fund delivered to a fractional HAIDA GWAI Share public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number extent permitted by applicable laws, become the property of sharesPurchaser, free and clear of all claims or interest of any person previously entitled thereto. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAIPaying Agent shall invest the cash in the Exchange Fund, INCas directed by Purchaser, on a daily basis. acknowledge that a change of name of HAIDA GWAI, INC. Any interest and other income resulting from such investments shall be paid to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State Purchaser upon termination of the State of Colorado all actions Exchange Fund pursuant to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madeArticle II.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Logitech Subsidiary shall enter into an agreement with(i) designate, and or shall deposit withcause to be designated, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law a bank or such other trust company reasonably acceptable to the Company to act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER for the payment of the Merger Consideration (the "Exchange Agent")) upon surrender of Certificates, for the benefit of the holders of E-RENTER Shares(ii) -------------- deposit, for Exchange through or cause to be deposited, with the Exchange Agent (A) an amount in cash equal to the product of the Cash Portion and the number of Shares that are issued and outstanding at the Effective Time and (B) ADRs representing a number of Parent ADSs equal to the product of the Stock Portion and the number of Shares outstanding at the Effective Time, and (iii) the cash amount payable in lieu of fractional Shares in accordance with this Article I; (i) certificates representing Section 2.4(d). For purposes of determining the appropriate number of HAIDA GWAI Shares aggregate Merger Consideration to be issued so deposited, Parent shall assume that, other than with respect to stockholders of the Company with respect to whom the Company has been informed intend to exercise their appraisal rights (the Company shall give Parent prompt notice of the receipt by the Company of its receipt of notice of any such intent), Parent shall assume that no stockholder of the Company shall perfect any right of appraisal of his, her or its shares. If for any reason the Exchange Fund is inadequate to pay the amounts to which holders of E-RENTER Shares issuable pursuant shall be entitled under this Section 2.6(a), Logitech Subsidiary shall take all steps necessary to Section 1.6 enable or cause the Surviving Corporation promptly to deposit additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Logitech Subsidiary and the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Fund shall not be used for outstanding E-RENTER Sharesany purpose except as expressly provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which Certificate that immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares Merger Consideration pursuant to Section 1.6: 2.4(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Logitech Subsidiary may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with Upon surrender of a record date after the Effective Time shall be paid Certificate for cancellation to the holder Exchange Agent, together with such letter of any un-surrendered Certificate with respect to transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the HAIDA GWAI Shares represented thereby until Exchange Agent, the holder of record of such Certificate shall surrender be entitled to receive in exchange therefor an amount equal to the product of the Merger Consideration and the number of Shares represented by such Certificate. (d) , and the Certificate so surrendered shall forthwith be cancelled. In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI transfer of ownership of Shares issued upon the surrender for Exchange of E-RENTER Shares that is not registered in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either the Company, the proper amount of E-RENTER cash and Parent ADSs may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or HAIDA GWAI otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the E-RENTER Shares payment to a person other than the registered holder of such Certificate the Merger Consideration or HAIDA GWAI Shares which were outstanding immediately prior establish to the Effective Timesatisfaction of Logitech Subsidiary that such tax has been paid or is not applicable. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they No interest shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares paid or shall be issued in accrue on the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, cash payable upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesany Certificate. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior At or prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement withdeposit, and or shall deposit withcause to be deposited, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (with the "Exchange Agent"), Agent for the benefit of the holders of E-RENTER Shares, Shares for Exchange through the Exchange Agent exchange in accordance with this Article I; II, through the Exchange Agent, (i) certificates representing the appropriate evidencing such number of HAIDA GWAI shares of Parent Common Stock equal to (x) the Per Share Stock Amount multiplied by (y) the aggregate number of Shares which may be converted into the right to receive Parent Common Stock in the Merger, and (ii) (1) cash in an amount equal to (x) the Per Share Cash Amount multiplied by (y) the aggregate number of Shares which may be converted into the right to receive cash in the Merger, and (2) any cash necessary to pay amounts due pursuant to Section 2.2(e) (such certificates for shares of Parent Common Stock and such cash being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Article II, deliver the Parent Common Stock and cash contemplated to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange for outstanding E-RENTER SharesFund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. (b) As Parent will instruct the Exchange Agent to mail to each holder of record of Stock Certificates who has not previously surrendered his or her Stock Certificates with a validly executed Form of Election and Letter of Transmittal as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such holder's Stock Certificates shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for certificates evidencing shares of Parent Common Stock and/or cash (collectively, the "Letter of Transmittal"). (c) No Upon the later of the Effective Time and the surrender of a Stock Certificate for cancellation (or the affidavits and indemnification regarding the loss or destruction of such certificates reasonably acceptable to Parent) to the Exchange Agent together with the Letter of Transmittal, duly executed, and such other customary documents as may be required pursuant thereto, the holder of such Stock Certificate shall be entitled to receive in exchange therefor, and the Exchange Agent shall deliver in accordance with the Letter of Transmittal: (A) certificates evidencing that number of whole shares of Parent Common Stock or cash, or a combination thereof, which such holder has the right to receive in respect of the Shares formerly evidenced by such Stock Certificate in accordance with Section 2.1 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) (the shares of Parent Common Stock and cash described in clause (A) being collectively referred to as the "Merger Consideration"), and the Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate evidencing the proper number of shares of Parent Common Stock and/or cash may be issued and/or paid in accordance with this Article II to a transferee if the Stock Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by Section 2.1(j) or this Section 2.2, each Stock Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the Merger Consideration together with any dividends or other distributions declared or made paid on shares of Parent Common Stock after the Effective Time. (d) All shares of Parent Common Stock issued and cash paid upon the surrender for exchange of Stock Certificates in accordance with the terms of this Article II shall be deemed to have been issued and paid, respectively, in full satisfaction of all rights pertaining to the Shares theretofore represented by such Stock Certificates. (i) No certificates or scrip evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Stock Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu of any such fractional shares, each holder of Shares upon surrender of a Stock Certificate for exchange pursuant to this Section 2.2 shall be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (x) the per share closing price on the NYSE of Parent Common Stock on the trading day immediately prior to the Effective Time by (y) the fractional interest to which such holder would otherwise be entitled (after taking into account all Shares then held of record by such holder). (ii) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Shares with respect to HAIDA GWAI any fractional share interests, the Exchange Agent shall promptly pay such amounts to such holders of Shares subject to and in accordance with the terms of Section 2.2(c). Any payment received by a holder of Shares with respect to fractional share interests is merely intended to provide a record date mechanical rounding off of, and is not separately bargained for, consideration. If more than one Stock Certificate shall be surrendered for the account of the same holder, the number of shares of Parent Common Stock to be issued to such holder in exchange for the Stock Certificates which have been surrendered shall be computed on the basis of the aggregate number of shares represented by all of the Stock Certificates surrendered for the account of such holder. (f) Any portion of the Exchange Fund which remains undistributed to the holders of the Stock Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Stock Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of their claim for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock. (g) None of Parent, the Company, Merger Sub or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Stock Certificate shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration and any cash payable to the holder of such Stock Certificate pursuant to Section 2.2(e) would otherwise escheat to or become the property of any governmental body or authority), any such Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (h) Parent and Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or Merger Sub 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 or Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any un-surrendered Certificate with the Shares in respect to the HAIDA GWAI Shares represented thereby until the holder of record of which such Certificate shall surrender such Certificatededuction and withholding was made by Parent or Merger Sub. (di) In the event that If any Stock Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof person claiming such HAIDA GWAI Shares Stock Certificate to be lost, stolen or destroyed and, if anyrequired by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be required made against it with respect to such Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Stock Certificate the Merger Consideration and any cash in lieu of fractional shares, pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnityArticle II. (ej) All HAIDA GWAI Shares issued upon In the surrender for Exchange event this Agreement is terminated without the occurrence of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share Parent shall, upon surrender of itsor shall cause the Exchange Agent to, his return promptly any Stock Certificates theretofore submitted or her Certificate delivered to Parent or Certificates, be entitled to receive an additional share to round up the Exchange Agent without charge to the nearest round number of sharesperson who submitted such Stock Certificates. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior At the Effective Time, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Time, and each certificate or electronic book-entry (collectively, the “Certificates”) previously representing any such shares of Company Capital Stock (other than Excluded Shares) shall thereafter represent for all purposes only the right to receive the consideration provided in Section 2.05. At the Effective Time, the stock transfer books of Company shall be closed as to holders of Company Capital Stock and no transfer of Company Capital Stock by any such holder shall thereafter be made or recognized. Any Person who otherwise would be deemed a Dissenting Stockholder shall not be entitled to receive the applicable Merger consideration with respect to the shares of Company Capital Stock owned by such Person unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the DGCL. (b) Within two (2) days after the Effective Time, Parent shall send to each former holder of record of shares of Company Capital Stock (other than Excluded Shares) immediately prior to the Effective Time, HAIDA GWAI shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or transmittal materials for use in exchanging such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), holder’s Certificates for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent consideration provided in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) a letter of transmittal 2.05 (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 such Certificates to Parent). Upon the Exchange Agent and surrender of a Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.06(d)) to Parent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor cash or a check in the amount (after giving effect to any required Tax withholdings) of the consideration payable in respect of such form shares pursuant to clause (i) of each of Sections 2.05(c) and 2.05(d) (collectively, the “Closing Payments”), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such shares of Company Capital Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. With respect to those holders of record of Company Capital Stock (other than Excluded Shares) whose shares are represented in un-certificated form, Schedule 2.06(b) sets forth a list of each such other provisions as E-RENTER holder and HAIDA GWAI, INC. may reasonably specifythe applicable Closing Payment. (c) No dividends or other distributions declared or made after Notwithstanding the Effective Time with respect to HAIDA GWAI Shares with a record date after foregoing, neither the Effective Time Parent nor any Party shall be paid liable to the any former holder of Company Capital Stock for any un-surrendered Certificate with respect amount properly delivered to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificatea public official pursuant to applicable abandoned property, escheat or similar Laws. (d) In the event that If any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder thereof Person claiming such HAIDA GWAI Shares Certificate to be lost, stolen or destroyed and an agreement to indemnify against any claim that may be made against it with respect to such Certificate, Parent, or the Surviving Corporation shall, in exchange for the shares of Company Capital Stock represented by such lost, stolen or destroyed Certificate, pay or cause to be paid the amounts, if any, as may be required deliverable in respect to the shares of Company Capital Stock formerly represented by such Certificate pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon Each of Company, the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof Surviving Corporation and Parent shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share deduct and withhold from the consideration otherwise payable pursuant to round up this Agreement to any Stockholder such amounts as it is required to deduct and withhold with respect to the nearest round number making of shares. such payment under the Code and any provision of applicable Law (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State including under Section 1445 of the State of Colorado Code, if applicable). To the extent that amounts are so withheld by Company, the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all actions to be made as outlined in paragraphs (a) through (f) purposes of this Section 1.7 be delayed temporarily until Agreement as having been paid to the Stockholder in respect of which such name change has been officially madededuction and withholding was made by Company, the Surviving Corporation or Parent, as the case may be.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI the Parent shall enter into designate an agreement withagent reasonably acceptable to the Company to act as agent for the holders of the Shares (other than the Shares held by the Parent, and shall deposit withthe Merger Sub, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law the Company or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER any of their Subsidiaries) in connection with the Merger (the "Exchange Paying Agent")) to receive in trust, for the benefit of the aggregate Merger Consideration to which holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable shall become entitled pursuant to Section 1.6 in Exchange 2.6(a). At the Effective Time, the Parent shall deposit the Merger Consideration with the Paying Agent. The Merger Consideration shall be invested by the Paying Agent as directed by the Parent or the Surviving Corporation. If for outstanding E-RENTER Sharesany reason (including losses) the funds held by the Paying Agent are inadequate to pay the amounts to which the Stockholders shall be entitled under Section 2.6(a), the Parent and the Surviving Corporation shall be liable for the payment thereof. (b) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent Parent and the Surviving Corporation shall mail cause to be mailed to each holder record holder, as of record the Effective Time, of a an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates" or individually, a ") Certificate"), whose shares Shares were converted pursuant to Section 2.6(a) into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (i) the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. the Parent may reasonably specify) and instructions for effecting the surrender of a Certificate in exchange for the Merger Consideration for the Shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, and any other documents reasonably required by the Parent, the holder of such Certificate shall receive promptly in exchange therefor the Merger Consideration for each Share formerly evidenced thereby, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of a Certificate. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall (i) have paid any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or (ii) have established to the satisfaction of the Surviving Corporation that such Taxes have been paid or that payment of Taxes is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 2.6. (c) No dividends or other distributions declared or made At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no transfers on the stock transfer books of the Company of the Shares, which were outstanding immediately prior to the Effective Time. From and after the Effective Time with respect Time, the holders of Certificates evidencing ownership of the Shares outstanding immediately prior to HAIDA GWAI Shares with a record date after the Effective Time shall be paid cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Legal Requirements. If, after the Effective Time, Certificates are presented to the holder Paying Agent or the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (d) At any time following the six month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any un-surrendered Certificate funds (including any interest received with respect thereto) which had been made available to the Paying Agent, and 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 HAIDA GWAI Shares represented thereby until Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of record of such a Certificate shall surrender such Certificatefor Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (de) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof such HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares determined in accordance with this Article II, provided, that the terms hereof shall Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be deemed made against the Surviving Corporation with respect to the Shares represented by the Certificate claimed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER lost, stolen or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I.destroyed. (f) No fractional HAIDA GWAI Shares The Parent, the Merger Sub and the Surviving Corporation shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share deduct and withhold, or cause the Paying Agent to round up deduct and withhold, from the Offer Consideration or the Merger Consideration payable to a holder of Shares pursuant to the nearest round number Offer or the Merger any or all such amounts as are required to be deducted and withheld under the Internal Revenue Code of shares. 1986, as amended (g) The Boards the "Code"), and/or any applicable provision of Directors of both E-RENTER AND HAIDA GWAIstate, INClocal or foreign Tax law or under any other applicable Legal Requirement. acknowledge To the extent that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed amounts are so deducted and recorded withheld by the Secretary Parent, the Merger Sub, the Surviving Corporation or the Paying Agent, such deducted and withheld amounts shall be treated for all purposes of State this Agreement as having been paid to the holder of the State of Colorado all actions Shares to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until which such name change has consideration would otherwise have been officially madepaid.

Exchange of Certificates. (a) Prior to As promptly as practicable following the Effective TimeTime and in any event not later than the tenth day thereafter, HAIDA GWAI the Surviving Corporation shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law mail (or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "Exchange Agent"), make available for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; collection by hand) (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates which Book-Entry Share that immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of NCO capital stock (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: (ix) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent Surviving Corporation and which shall be in such the form and have such other provisions as E-RENTER New Parent and HAIDA GWAI, INC. the Surviving Corporation may reasonably specify. specify and (cy) No dividends instructions for use in effecting the surrender of the Certificates or other distributions declared or made after Book-Entry Shares in exchange for the Effective Time with respect to HAIDA GWAI Shares with a record date after applicable Merger Consideration, if any, into which the Effective Time shall be paid to the holder number of any un-surrendered Certificate with respect to the HAIDA GWAI Shares shares of NCO capital stock previously represented thereby until the holder of record of by such Certificate shall surrender such Certificate. (d) In the event that any Certificate for Eor Book-RENTER Shares or HAIDA GWAI Entry Shares shall have been lost, stolen converted pursuant to this Agreement. (b) Upon surrender of a Certificate (or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by loss in lieu thereof) or Book-Entry Share for cancellation to the holder thereof Surviving Corporation, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such HAIDA GWAI Shares if any, other documents as may be required pursuant to this Agreement; providedsuch instructions, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her such Certificate or Certificates, Book-Entry Share shall be entitled to receive an additional in exchange therefor the applicable Merger Consideration, if any, for each share to round up to the nearest round number of shares. (g) The Boards of Directors of both ENCO capital stock formerly represented by such Certificate or Book-RENTER AND HAIDA GWAIEntry Share, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made mailed within five business days following the Surviving Corporation’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith canceled. The Surviving Corporation shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as outlined the Surviving Corporation may impose to effect an orderly exchange thereof in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madeaccordance with normal exchange practices.

Exchange of Certificates. (a) Prior to 2.9.1 At the Effective Time, HAIDA GWAI Parent shall enter into an agreement withdeliver to LaSalle Bank, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law N.A. or such other agent bank, trust company or agents as may be satisfactory other institution reasonably acceptable to HAIDA GWAI Parent and E-RENTER the Company (the "Exchange “Payment Agent"”), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent payment in accordance with this Article I; (i) certificates representing 2, an amount in cash equal to the appropriate number sum of HAIDA GWAI Shares all amounts payable at Closing to be issued to the holders of E-RENTER Shares issuable all shares of Company Common Stock, all Company Options and all Company Warrants, pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares2.8 (such aggregate amount of cash, less the amount deposited into the Escrow Fund pursuant to Section 7.1 hereof, constituting the “Payment Fund”). (b) As soon as reasonably practicable after 2.9.2 Promptly following the Effective Time, the Exchange Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6of Company Common Stock, Company Options and Company Warrants: (i) a notice of the effectiveness of the Merger, (ii) a letter of transmittal in the form attached hereto as Exhibit A (which shall specify that delivery the “Letter of Transmittal”), and (iii) instructions for use in surrendering the certificates representing the former shares of Company Common Stock and/or the agreements representing the former Company Options and Company Warrants (collectively, the “Certificates”), and for receiving the applicable merger consideration in respect thereof. Upon surrender to the Payment Agent of a Certificate, together with such Letter of Transmittal duly executed and completed in accordance with the instructions thereto (i) the holder of such Certificate shall be effectedentitled to receive in exchange therefor the merger consideration payable to such holder of Company Common Stock, Company Option or Company Warrant, as applicable, pursuant to Section 2.8 and risk of loss and title less any amounts due to the Certificates Company in respect of shareholder and employee loans and (ii) the Certificate so surrendered shall passforthwith be canceled. The Payment Agent shall, only upon delivery promptly following receipt of each properly surrendered Certificate, cause the Certificates payment described in the preceding sentence to the Exchange Agent and shall be in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered such Certificate with respect by check or wire transfer to the HAIDA GWAI Shares represented thereby until account designated by such holder in the holder Letter of record of such Certificate shall surrender Transmittal delivered with such Certificate. 2.9.3 Until surrendered in accordance with the provisions of this Section 2.9, each outstanding Certificate (dother than Certificates representing Dissenting Shares or shares of Company Capital Stock to be canceled pursuant to Section 2.8.5) In will be deemed from and after the event that Effective Time, for all corporate purposes, to evidence only the right to receive the applicable portion of the Total Merger Consideration. No interest will be paid or accrued on any portion of the Total Merger Consideration. 2.9.4 If any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent Person who is the record owner of such Certificate shall issue in Exchange therefore, upon deliver to the making of Surviving Corporation an affidavit of that fact by the holder thereof with respect to such HAIDA GWAI Shares if anyloss, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI theft or the Exchange Agent, destruction. The Surviving Corporation may, in its respective discretion, require discretion and as a condition precedent to the delivery of a suitable bondany merger consideration to such owner, opinion require such Person to indemnify Parent and the Surviving Corporation against any claim that may be made against Parent or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance Surviving Corporation with respect to the terms hereof shall be deemed Certificate alleged to have been issued in full satisfaction of all rights pertaining lost, stolen or destroyed. The Payment Agent shall not deliver to such E-RENTER Shares. There Person any merger consideration attributable to any such lost, stolen or destroyed Certificate until such Person shall be no further registration have complied with this Section 2.9.4. 2.9.5 Any portion of transfers the Payment Fund which remains undistributed on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It date that is 180 days after the Effective TimeTime will be delivered to Parent, Certificates are presented if requested; provided that such delivery shall not in any way relieve Parent of its obligation to HAIDA GWAI pay the merger consideration as set forth in Section 2.6 and Section 2.8 hereof to any Company Shareholders that tender their Company Capital Stock, Company Warrants or Company Options for payment thereafter. 2.9.6 Notwithstanding anything to the contrary in this Section 2.9, neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to a holder of Company Capital Stock for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled amount properly paid to a fractional HAIDA GWAI Share shallpublic official pursuant to any applicable abandoned property, upon surrender of its, his escheat or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharessimilar Law. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement withdesignate the Company's registrar and transfer agent, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other bank or trust company as agreed in writing by the parties, to act as paying agent or agents for the holders of Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.2 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to HAIDA GWAI the Company (the "Paying Agent"), to receive the funds to which holders of Shares shall become entitled pursuant to Sections 2.1(a) and E-RENTER 2.3. Prior to the Effective Time, Parent will deposit or cause to be deposited in trust with the Paying Agent for the benefit of holders of Company Common Stock the funds necessary to complete the payments contemplated by Section 2.1(a) (the "Exchange AgentFund")) on a timely basis; provided, for that no such deposit shall relieve Parent of its obligation to pay the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable Merger Consideration pursuant to Section 1.6 2.1(a). Notwithstand- ing anything to the contrary in Exchange this Section 2.2, Parent and the Company will make arrangements with the Paying Agent to the reasonable satisfaction of Dow such that Dow, and any other stockholder of the Company that is present at the office of the Paying Agent in person or through a personal representative (it being understood that Dow need not be present at the office of the Paying Agent because it will be present at the Closing) and gives the Company at least two days prior written notice that it will be present at that office, will receive, as soon as possible after the Effective Time (but in any event on the same date as the Effective Time) in same day funds by wire transfer to such accounts as Dow or such stockholders shall specify with at least two days prior written notice, the Merger Consideration (in the case of Dow without any deduction or offset whatsoever for outstanding E-RENTER Sharesany purpose, including deductions for withholding taxes so long as Dow has complied with applicable tax law in completing and delivering any required forms) for each of its or their shares of Company Common Stock (provided that Dow and any such stockholders have surrendered the Certificates (as defined below) for their shares of Company Common Stock to the Paying Agent and, with re- spect to stockholders other than Dow, complied with the terms and conditions of Section 2.2(b) hereof). (b) As soon as reasonably practicable after At the Effective Time, Parent will instruct the Exchange Paying Agent shall to promptly, and in any event not later than five business days following the Effective Time, mail to each holder of record of a certificate or certificates (other than holders who are paid on the Closing Date pursuant to the last sentence of Section 2.2(a)), which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Company Common Stock (the "Certificates") ), whose shares Shares were converted pursuant to Section 2.1(a) into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify. ) and (cii) No dividends instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other distributions declared agent or agents as may be appointed by the Company, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate (other than Certificates representing Company Common Stock held by Parent or Purchaser, or any Subsidiary of Parent or Purchaser, or Dissenting Shares (as defined in Section 2.4)) shall be deemed at any time after the Effective Time with respect to HAIDA GWAI represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2. Any portion of the Exchange Fund which remains unclaimed by the former holders of Shares with a record date for twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former holders of Shares shall thereafter look only to the Surviving Corporation for any cash to which they are entitled as a result of the Merger. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Shares pursuant to this Agreement such amounts as the Surviving Corporation is required to deduct and withhold with respect to making such payment under the Code (as hereinafter defined), or any provision of state, local or foreign tax law. To the extent that such amounts are withheld by or on behalf of the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of any un-surrendered Certificate with Shares in respect to of which such deduction and withholding was made by the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such CertificateSurviving Corporation. (dc) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof such HAIDA GWAI Shares if anyas determined in accordance with this Article II; provided that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be required pursuant made against the Surviving Corporation with respect to this Agreement; providedthe Certificate claimed to have been lost, however, that HAIDA GWAI stolen or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnitydestroyed. (ed) All HAIDA GWAI Shares issued upon After the surrender for Exchange Effective Time, the stock transfer books of E-RENTER Shares in accordance with the terms hereof Company shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There closed and there shall be no further registration of transfers on the stock transfer books of either the Surviving Corporation of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI for any reasonthe Surviving Corporation, they shall be cancelled and Exchanged exchanged for the Merger Consideration as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior After approval of this Agreement in accordance with Section 10.5, and prior to the Effective Time, HAIDA GWAI shall enter into pursuant to an exchange agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER (the "“Exchange Agreement”) in the form attached hereto as Exhibit C, EFX will designate Continental Stock Transfer & Trust Co., as exchange agent (the “Exchange Agent"”): (i) to receive the Exchange Fund Amount in a segregated account (the “Exchange Fund”); (ii) to make a payment from the Exchange Fund of the Escrowed Amount in accordance with Section 5.2(c) to the Escrow Agent; (iii) to make a payment from the Exchange Fund of the Securityholders’ Representative Fund Escrowed Amount in accordance with Section 5.2(c) to the Escrow Agent, (iv) to make payments from the Exchange Fund in accordance with the Final Allocation Schedule to the Stockholders upon surrender of certificates held by such Stockholders that, immediately prior to the Effective Time, represented outstanding Company Shares that have been converted into the right to receive amounts pursuant to Section 4.1 (or affidavits of loss therefor in accordance with Section 4.6(d) (“Stockholder Certificates”); (v) to make the payments to the Optionholders and Warrantholders from the Exchange Fund in accordance with the Final Allocation Schedule upon delivery by the Optionholders or Warrantholders, as the case may be, of the proper documentation for the Company Options or Company Warrants held by such Optionholders or Warrantholders that, immediately prior to the Effective Time, represented outstanding Company Options or Company Warrants that have been exercised, deemed exercised and converted pursuant to Section 4.3; (vi) to make the payments to the Stockholders who became Stockholders upon the exercise of Company Options prior to the Effective Time to the extent the exercise price portion thereof was withheld pending the Company’s receipt of the exercise price therefor; (vii) to make the payments of Transaction Expenses as set forth in the Transaction Expense Certificate; (viii) to make the payments of Funded Indebtedness as set forth in the Funded Indebtedness Certificate; and (ix) to make required payments to Dissenting Stockholders, if any, from the Exchange Fund in accordance with Section 4.5 upon delivery of the proper documentation, limited to the amounts such Dissenting Stockholders would have received from the Exchange Agent had such Stockholders not been Dissenting Stockholders. On the Closing Date, EFX shall deliver the Exchange Fund Amount to the Exchange Agent by wire transfer, in trust for the benefit of the Stockholders, Optionholders and Warrantholders (collectively, the “Securityholders”), to be distributed as set forth in this Agreement and the Exchange Agreement. (b) If any Stockholder Certificates are not surrendered at Closing by the registered holders thereof, as soon as practicable after the Effective Time (but in no event later than five (5) Business Days thereafter), EFX shall cause the Exchange Agent to send a notice and a transmittal form to each such Securityholder at the address of E-RENTER Sharesrecord with the Company advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent their Stockholder Certificates, Company Options or Company Warrants in exchange for Exchange through the portion of the amounts payable pursuant to Section 4.1 or Section 4.3, as applicable, in the form attached hereto as Exhibit D (the “Letter of Transmittal”). Each Securityholder, upon proper surrender of the documentation to the Exchange Agent in accordance with this Article I; Section 4.6 or the instructions in such notice, shall be entitled to receive in exchange therefor (iwithout interest) certificates representing the appropriate number portion of HAIDA GWAI Shares the amounts payable to be issued to holders of E-RENTER Shares issuable such Securityholder pursuant to Section 1.6 in Exchange 4.1 or Section 4.3, as applicable. Until properly surrendered, each Stockholder Certificate, Company Option and Company Warrant shall be deemed for outstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail all purposes to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares were converted into evidence only the right to receive HAIDA GWAI Shares the amounts payable for such Stockholder Certificate, Company Option or Company Warrant pursuant to Section 1.6: (i) a letter 4.1 or Section 4.3, as applicable. Subject to Section 4.6(d), Securityholders shall not be entitled to receive any amounts to which they would otherwise be entitled hereunder until the applicable Stockholder Certificate and, in the case of transmittal (which shall specify that delivery shall be effectedCompany Option or Company Warrant, and risk the applicable Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be Transmittal is properly surrendered in such form and have such other provisions as E-RENTER and HAIDA GWAI, INC. may reasonably specifyaccordance with this Section 4.6. (c) No dividends If any portion of the consideration described in Section 4.1 or the Company Option Consideration or Company Warrant Consideration described in Section 4.3 is to be delivered to a Person other than the Person in whose name the Stockholder Certificate surrendered in exchange therefor is registered or otherwise documented, it shall be a condition to the delivery of such portion of the consideration otherwise payable that (i) the Stockholder Certificate so surrendered shall be transferable, and shall be properly assigned, endorsed (or accompanied by appropriate stock powers) with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, (ii) such transfer shall otherwise be proper, and (iii) the Person requesting such transfer shall pay to the Exchange Agent any transfer or other distributions declared taxes payable by reason of the foregoing or made after establish to the Effective Time with respect reasonable satisfaction of the Exchange Agent that such taxes have been paid or are not required to HAIDA GWAI Shares with a record date after be paid. Notwithstanding the Effective Time foregoing, neither the Exchange Agent nor any party shall be paid liable to a Securityholder for any portion of the consideration payable to such holder of any un-surrendered Certificate with respect pursuant to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such CertificateSection 4.1 that are properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) In the event that If any Certificate for E-RENTER Shares Stockholder Certificate, Company Option or HAIDA GWAI Shares Company Warrant shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making receipt of (i) an affidavit of that fact by the holder thereof Person claiming such HAIDA GWAI Shares if anyStockholder Certificate, Company Option or Company Warrant to be lost, stolen or destroyed, (ii) such indemnity as the Exchange Agent or EFX may be required pursuant to this Agreement; providedreasonably require, however, that HAIDA GWAI or and (iii) any other documents necessary in the reasonable opinion of the Exchange Agent, mayto evidence and effect the bona fide exchange thereof, the Exchange Agent shall deliver in its respective discretionexchange for such lost, require stolen or destroyed Certificate, Company Option or Company Warrant the delivery of a suitable bondamounts payable in exchange therefor pursuant to Section 4.1 or Section 4.3, opinion or indemnityas applicable. (e) All HAIDA GWAI Shares issued upon Notwithstanding the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof foregoing, if any Stockholder Certificate shall be deemed to not have been issued in full satisfaction with respect to any Company Option or Company Warrant exercised after the date of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately this Agreement and prior to the Effective Time. It after , the Effective Timeapplicable Stockholder shall not be required to deliver a stock certificate with respect thereto pursuant to this Section 4.6, Certificates are presented provided such Stockholder has submitted a Letter of Transmittal to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I.the Exchange Agent. (f) No fractional HAIDA GWAI Shares Any portion of the Exchange Fund that remains undistributed on the date that is six (6) months after the Effective Time shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled delivered to a fractional HAIDA GWAI Share shallEFX, upon surrender demand, and any Securityholder who has not previously complied with this Section 4.6 shall thereafter look only to EFX, as a general unsecured creditor, for payment of its, his or her Certificate or Certificates, be the amounts it is entitled to receive an additional share pursuant to round up Section 4.1 or Section 4.3, as applicable, upon and subject to compliance with the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) applicable provisions of this Section 1.7 be delayed temporarily until such name change has been officially madeArticle 4.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Parent shall enter into an agreement withdesignate the Company's registrar and transfer agent, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other bank or trust company as agreed in writing by the parties, to act as paying agent or agents for the holders of Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.2 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to HAIDA GWAI the Company (the "Paying Agent"), to receive the funds to which holders of Shares shall become entitled pursuant to Sections 2.1(a) and E-RENTER 2.3. Prior to the Effective Time, Parent will deposit or cause to be deposited in trust with the Paying Agent for the benefit of holders of Company Common Stock the funds necessary to complete the payments contemplated by Section 2.1(a) (the "Exchange AgentFund")) on a timely basis; provided, for that no such deposit shall relieve Parent of its obligation to pay the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable -------- Merger Consideration pursuant to Section 1.6 2.1(a). Notwithstanding anything to the contrary in Exchange this Section 2.2, Parent and the Company will make arrangements with the Paying Agent to the reasonable satisfaction of Dow such that Dow, and any other stockholder of the Company that is present at the office of the Paying Agent in person or through a personal representative (it being understood that Dow need not be present at the office of the Paying Agent because it will be present at the Closing) and gives the Company at least two days prior written notice that it will be present at that office, will receive, as soon as possible after the Effective Time (but in any event on the same date as the Effective Time) in same day funds by wire transfer to such accounts as Dow or such stockholders shall specify with at least two days prior written notice, the Merger Consideration (in the case of Dow without any deduction or offset whatsoever for outstanding E-RENTER Sharesany purpose, including deductions for withholding taxes so long as Dow has complied with applicable tax law in completing and delivering any required forms) for each of its or their shares of Company Common Stock (provided that Dow and any such stockholders have surrendered the Certificates (as defined below) for their shares of Company Common Stock to the Paying Agent and, with respect to stockholders other than Dow, complied with the terms and conditions of Section 2.2(b) hereof). (b) As soon as reasonably practicable after At the Effective Time, Parent will instruct the Exchange Paying Agent shall to promptly, and in any event not later than five business days following the Effective Time, mail to each holder of record of a certificate or certificates (other than holders who are paid on the Closing Date pursuant to the last sentence of Section 2.2(a)), which immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Company Common Stock (the "Certificates") ), whose shares Shares were converted pursuant to Section 2.1(a) into the right to receive HAIDA GWAI Shares pursuant to Section 1.6: the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as E-RENTER Parent and HAIDA GWAI, INC. the Company may reasonably specify. ) and (cii) No dividends instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other distributions declared agent or agents as may be appointed by the Company, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate (other than Certificates representing Company Common Stock held by Parent or Purchaser, or any Subsidiary of Parent or Purchaser, or Dissenting Shares (as defined in Section 2.4)) shall be deemed at any time after the Effective Time with respect to HAIDA GWAI represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2. Any portion of the Exchange Fund which remains unclaimed by the former holders of Shares with a record date for twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former holders of Shares shall thereafter look only to the Surviving Corporation for any cash to which they are entitled as a result of the Merger. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Shares pursuant to this Agreement such amounts as the Surviving Corporation is required to deduct and withhold with respect to making such payment under the Code (as hereinafter defined), or any provision of state, local or foreign tax law. To the extent that such amounts are withheld by or on behalf of the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of any un-surrendered Certificate with Shares in respect to of which such deduction and withholding was made by the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such CertificateSurviving Corporation. (dc) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the holder Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof such HAIDA GWAI Shares if anyas determined in accordance with this Article II; provided that the Person to whom the Merger Consideration is -------- paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be required pursuant made against the Surviving Corporation with respect to this Agreement; providedthe Certificate claimed to have been lost, however, that HAIDA GWAI stolen or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnitydestroyed. (ed) All HAIDA GWAI Shares issued upon After the surrender for Exchange Effective Time, the stock transfer books of E-RENTER Shares in accordance with the terms hereof Company shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There closed and there shall be no further registration of transfers on the stock transfer books of either the Surviving Corporation of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It If, after the Effective Time, Certificates are presented to HAIDA GWAI for any reasonthe Surviving Corporation, they shall be cancelled and Exchanged exchanged for the Merger Consideration as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of sharesII. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially made.

Exchange of Certificates. (a) Prior to the Effective Time, HAIDA GWAI Superior shall enter into an agreement with, and shall deposit with, designate Harr▇▇ ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other st and Savings Bank to act as exchange agent or agents as may be satisfactory to HAIDA GWAI and E-RENTER in the Merger (the "Exchange AgentEXCHANGE AGENT"), for the benefit of the holders of E-RENTER Shares, for Exchange through the Exchange Agent in accordance with this Article I; (i) certificates representing the appropriate number of HAIDA GWAI Shares to be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for outstanding E-RENTER Shares. (b) . As soon as reasonably practicable practical after the Effective Time, the Exchange Agent shall mail to each record holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding E-RENTER Shares shares of Company Common (the "CertificatesCERTIFICATES") whose shares were converted into the right to receive HAIDA GWAI Shares pursuant to Section 1.6following: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as E-RENTER Superior shall reasonably specify), and HAIDA GWAI(ii) instructions for use in effecting the surrender of the Certificates in exchange for the shares of Superior Common as specified in this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Agent (either at or after the Closing, INC. as applicable) together with such letter of transmittal duly executed and such other documents as the Exchange Agent may reasonably specify. (c) No dividends or other distributions declared or made after the Effective Time with respect to HAIDA GWAI Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyedrequire, the Exchange Agent shall issue or pay, as applicable, to such holder (a) a certificate or certificates representing 90% of the shares of Superior Common to be issued to such holder with respect to the Company Common formerly represented by such Certificate pursuant to Section 2.6(a), to be delivered to or at the direction of such holder, (b) a certificate representing 10% of the shares of Superior Common to be issued to such holder with respect to the Company Common formerly represented by such Certificate pursuant to Section 2.6(a), to be delivered to the Escrow Agent to hold in Exchange thereforeescrow under the Escrow Agreement in accordance with Section 2.11 hereof (the "ESCROW SHARES"), upon and, (c) in the making case of an affidavit of that fact by payment for any fractional interest in Superior Common, a check payable to the holder thereof with respect to the Company Common formerly represented by such HAIDA GWAI Shares if any, Certificate. Surrendered Certificates shall forthwith be canceled. Superior shall not be obligated to deliver the consideration to which any former holder of Company Common is entitled as may be required pursuant to a result of the Merger until such holder surrenders such holder's Certificate or Certificates representing shares of Company Common for exchange as provided in this AgreementSection 2.8; provided, however, that HAIDA GWAI or the Exchange Agentprocedures allowing for payment against receipt of customary and appropriate certifications and reasonable indemnities, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed provided with respect to have been issued in full satisfaction of all rights pertaining lost or destroyed Certificates. If any Certificate to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchangename of, but or directed to an account in lieu thereof the name of, a Person other than the Person in whose name the Certificates are registered, it shall be a condition of the exchange that the Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange shall pay to Superior any transfer or other Taxes required by reason of the issuance of such Certificate and delivery of the Merger consideration to and in the name of a Person other than the registered owner of the Certificates surrendered, or shall establish to the satisfaction of Superior that such Tax has been paid or is not applicable. Until so surrendered and exchanged, each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her such Certificate or Certificates, be entitled shall represent solely the right to receive an additional the shares of Superior Common to be issued pursuant to Section 2.6(a) in exchange for the shares of Company Common represented by such surrendered Certificate and the right to receive any fractional share payment to round up be paid pursuant to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAISection 2.6(a), INC. acknowledge that a change of name of HAIDA GWAIwithout interest, INC. to E-RENTER USA, INC. may or may and Superior shall not be completed on required to instruct or before permit the effective date. In Exchange Agent to issue to such holder the event stock to which such holder otherwise would be entitled; provided, that the change reasonable procedures allowing for payment against receipt of name has not been officially completed customary and recorded by the Secretary of State of the State of Colorado all actions appropriate certifications and indemnities shall be provided with respect to be made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such name change has been officially madelost or destroyed Certificates.