Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each Each holder of an outstanding a certificate formerly representing shares Bank Stock (other than Dissenting Common Stock) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of Tomax Utah Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"certificate), and each such holder shall together with duly executed transmittal materials required by Section 2.10, to the Exchange Agent shall, upon acceptance thereof, be entitled to the Per Share Consideration of a certificate representing Company Stock or the proceeds of the sale of such stock in the Offering and Warrants into which the shares of Bank Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Company Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such Bank certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.4, each certificate representing Bank Stock shall be deemed from and after the Effective Time to evidence only the right to receive in exchange therefor the Per Share Consideration Company Stock and a Warrant, as the case may be, upon such surrender. The Company shall not be obligated to deliver the consideration to which any former holder of Bank Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing the number of shares of the Surviving Corporation's Common Bank Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate exchange as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsthis Article III. If any certificate for shares of the Surviving Corporation's Common Stock Company Stock, or any check representing declared but unpaid dividends, is to be issued in a name other than that in which the a certificate surrendered in for exchange therefor is registeredissued, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall affix any requisite stock transfer pay tax stamps to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is taxes are not payable.

Exchange of Certificates. After Each outstanding certificate theretofore representing shares of Lions Gate common stock that are not Dissenting Shares (the "Non-Dissenting Shares") shall be deemed for all purposes to represent the number of whole shares of the DOBI common stock into which such Non-Dissenting Shares of Lions Gate common stock were converted in the Merger and the holder thereof shall not be required to surrender such certificate for a certificate issued by DOBI. However, after the Effective Date of the Merger, each holder of an outstanding certificate representing shares Non-Dissenting Shares of Tomax Utah Common Stock Lions Gate common stock may, at such stockholder's optionoption and sole discretion, surrender the same for cancellation to such institution The Nevada Agency and Trust Company Limited, as Tomax Delaware shall appoint at the time to act sole stock transfer and registrar of the Lions Gate common stock and as exchange agent therefor (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock DOBI common stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation DOBI or the Exchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Lions Gate common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Lions Gate so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock DOBI stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation DOBI that such tax has been paid or is not payable.

Exchange of Certificates. (a) After the Effective Date Time and pursuant to a customary letter of transmittal or other instructional form provided by the MergerExchange Agent to the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders, each holder of an outstanding certificate representing shares of Tomax Utah the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall be required to surrender all their RIDGEFIELD DEVELOPMENT CORPORATION Common Stock may, at such stockholder's option, surrender stock to the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Exchange Agent, and each such holder the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Exchange Shares into which the RIDGEFIELD DEVELOPMENT CORPORATION Common stock theretofore represented by the stock transfer forms so surrendered shares were converted as herein providedshall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah certificate, which, prior to the Effective Time, represented RIDGEFIELD DEVELOPMENT CORPORATION Common Stock stock, shall be deemed for all purposes corporate purpose, subject to represent the further provisions of this Article I, to evidence the ownership of the number of whole shares of the Surviving Corporation's Common Stock into Exchange Shares for which such shares RIDGEFIELD DEVELOPMENT CORPORATION Common stock have been so exchanged. No dividend payable to holders of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records Exchange Shares of the Surviving Corporation or the Exchange Agent record as of any such outstanding Date subsequent to the Effective Time shall be paid to the owner of any certificate shallwhich, prior to the Effective Time, represented RIDGEFIELD DEVELOPMENT CORPORATION Common stock, until such certificate shall have been or certificates representing all the relevant RIDGEFIELD DEVELOPMENT CORPORATION Common stock, together with a stock transfer form, are surrendered for transfer as provided in this Article I or conversion pursuant to letters of transmittal or otherwise accounted for other instructions with respect to the Surviving Corporation or lost certificates provided by the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After Each outstanding certificate theretofore representing shares of Zen Pottery common stock that are not Dissenting Shares (the "Non-Dissenting Shares") shall be deemed for all purposes to represent the number of whole shares of the Xethanol common stock into which such Non-Dissenting Shares of Zen Pottery common stock were converted in the Merger and the holder thereof shall not be required to surrender such certificate for a certificate issued by Xethanol. However, after the Effective Date of the Merger, each holder of an outstanding certificate representing shares Non-Dissenting Shares of Tomax Utah Common Stock Zen Pottery common stock may, at such stockholder's optionoption and sole discretion, surrender the same for cancellation to such institution Corporate Stock Transfer, Inc., as Tomax Delaware shall appoint at the time to act sole stock transfer and registrar of the Zen Pottery common stock and as exchange agent therefor (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Xethanol common stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation Xethanol or the Exchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Zen Pottery common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Zen Pottery so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Xethanol stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Xethanol that such tax has been paid or is not payable.

Exchange of Certificates. After Prior to the Effective Date of the MergerTime, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware Purchaser shall appoint at the time designate a bank or trust company with capital exceeding $500 million to act as exchange agent (the "EXCHANGE AGENTPaying Agent") for the Shareholders to receive the funds necessary to effect the exchange for cash of certificates which, immediately prior to the Effective Time, represented Common Stock entitled to payment pursuant to Section 2.1(b). As soon as practicable after the Effective Time, and the Paying Agent shall mail a transmittal form to each holder of record of certificates theretofore representing such Common Stock advising such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed procedure for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for surrendering to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by Paying Agent such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawscertificates. If any certificate a check or wire transfer for shares of the Surviving Corporation's Common Stock Per Share Amount is to be issued in the name of any individual, partnership, corporation, trust, association, limited liability company, Governmental Agency or any other entity (each, a name "Person") other than that the Person in which whose name the certificate certificates for Common Stock surrendered in for exchange therefor is registeredare registered on the books of the Company, it shall be a condition of issuance thereof the exchange that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person Person requesting such transfer exchange shall pay to the Exchange Paying Agent any all transfer or other taxes payable taxes, if any, required by reason of the issuance of such new certificate check or wire transfer in the name of a name Person other than that the registered owner of the registered holder of the certificate surrendered certificates surrendered, or shall establish to the satisfaction of the Surviving Corporation Paying Agent that such tax has taxes have been paid or are not applicable. Upon the surrender and exchange of a certificate theretofore representing Common Stock, the holder shall be paid by check or wire transfer, without interest thereon, the Per Share Amount to which such holder is entitled hereunder, less only such amount, if any, required to be withheld under applicable backup withholding federal income tax regulations, and such certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such certificate shall represent solely the right to receive the Per Share Amount into which the Common Stock it theretofore represented shall have been converted pursuant to Section 2.1, without interest, and the Surviving Corporation shall not payablebe required to pay the holder thereof the Per Share Amount to which such holder otherwise would be entitled. If any certificates representing any Common Stock shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which any payment in respect thereof would otherwise escheat to or become the property of any Governmental Agency), the payment in respect of such certificates 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. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. In the event that any holder is unable to deliver the certificate which formerly represented such holder's Common Stock, then Parent or Purchaser, in the absence of actual notice that any Common Stock represented by any such certificate has been acquired by a bona fide purchaser, shall deliver to such holder the Per Share Amount to which Shareholder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) an affidavit or other evidence that the certificate has been lost, wrongfully taken or destroyed; (ii) evidence that such Person is the beneficial owner of the certificate claimed by such Person to be lost, wrongfully taken or destroyed and that such Person is the person who would be entitled to present such certificate for exchange pursuant to this Agreement and (iii) reasonable indemnity against the claims of any third party claiming to be the beneficial owner of such lost, wrongfully taken or destroyed certificate.

Exchange of Certificates. (a) The Surviving Corporation shall act as Exchange Agent in the Merger. After the Effective Date of the MergerTime, each holder of an a certificate or certificates theretofore evidencing outstanding certificate representing shares of Tomax Utah Webcast Common Stock mayStock, at such stockholder's optionupon surrender of the same, surrender the same for cancellation to such institution together with a fully completed and executed Letter of Transmittal (as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"hereinafter defined), and each to the Surviving Corporation or such holder other agent or agents as shall be appointed by the Surviving Corporation, shall be entitled to receive in exchange therefor a certificate or certificates representing the Per Share Merger Consideration multiplied by the number of shares of Webcast Common Stock represented thereby, rounded to the nearest ten-thousandth of a share. Each holder shall provide the Surviving Corporation's Corporation with the certification described in Section 4.6(c) and a properly completed IRS Form W-9, if required. No interest will be paid or accrue on the Per Share Merger Consideration payable upon surrender of such certificate. As soon as practicable after the Effective Time, but in any event, within 20 days, the Surviving Corporation will send a notice and transmittal form (the "LETTER OF TRANSMITTAL") to each holder of an outstanding certificate or certificates which immediately prior to the Effective Time evidenced shares of Webcast Common Stock advising such shareholder of the terms of the exchange effected by the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates for exchange into which the surrendered shares were converted as herein providedof StarMedia Common Stock and cash in lieu of fractional shares, constituting the Per Share Merger Consideration. Until so surrendered, each outstanding certificate theretofore representing which, prior to the Effective Time, represented shares of Tomax Utah Webcast Common Stock shall will be deemed for all corporate purposes of Parent to represent evidence ownership of a right to receive without interest thereon, the number of whole full shares of the Surviving Corporation's StarMedia Common Stock into which such rounded to the lowest whole share multiplied by the number of shares of Tomax Utah Webcast Common Stock were converted in represented thereby, plus the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendsapplicable cash amount, if any, with respect to in lieu of fractional shares, constituting the restrictions Per Share Merger Consideration. After the Effective Time there shall be no further registration of transfers on transferability as the certificates records of Tomax Utah the Company of shares of Webcast Common Stock so converted and given in exchange thereforand, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If if a certificate representing any certificate for such shares of is presented to the Surviving Corporation's Common Stock 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 of issuance thereof that canceled and exchanged for the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payablePer Share Merger Consideration as herein provided.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah SVI Nevada Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to an exchange agent, whose name will be delivered to such institution as Tomax Delaware shall appoint at the time holders prior to act as any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered such holders' shares of SVI Nevada Common Stock or Preferred Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah SVI Nevada Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which such shares of Tomax Utah SVI Nevada Common Stock or Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock SVI Nevada so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock SVI Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to SVI Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation SVI Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After (a) Prior to the Effective Date of Time, a bank or trust company reasonably acceptable to the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender Company shall be designated by Parent (the same for cancellation to such institution as Tomax Delaware shall appoint at the time "Paying Agent") to act as exchange agent (in connection with the "EXCHANGE AGENT"), and each such holder shall be entitled Merger to receive in exchange therefor and pay the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.7(a). Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of a certificate or certificates (the "Certificates") that, prior to the Effective Time, represented Shares, a form of letter of transmittal and instructions for use in effecting the surrender of the Certificates in exchange for the appropriate Merger Consideration therefor. Subject to Section 3.2(c), upon the surrender of each such Certificate formerly representing Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall deliver to the holder of such Certificate the Merger Consideration multiplied by the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation Shares formerly represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given Certificate in exchange therefor, unless otherwise determined and such Certificate shall forthwith be canceled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Shares held by Parent, Acquisition or the Board of Directors of Company, or any direct or indirect subsidiary thereof) shall represent solely the Surviving Corporation in compliance with applicable lawsright to receive the appropriate Merger Consideration. No interest shall be paid or accrue on the Merger Consideration. If the Merger Consideration (or any certificate for shares of the Surviving Corporation's Common Stock portion thereof) is to be issued in a name delivered to any person other than that the person in which whose name the certificate Certificate formerly representing Shares surrendered in exchange therefor is registered, it shall be a condition of issuance thereof to such exchange that the certificate Certificate so surrendered shall be properly endorsed and or otherwise be in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer exchange shall pay to the Exchange Paying Agent any transfer or other taxes payable required by reason of the issuance payment of such new certificate in the Merger Consideration to a name person other than that of the registered holder of the certificate surrendered Certificate surrendered, or shall establish to the satisfaction of the Surviving Corporation Paying Agent that such tax has been paid or is not payableapplicable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah ADA California Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to an exchange agent, whose name will be delivered to such institution as Tomax Delaware shall appoint at the time holders prior to act as any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah ADA California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah ADA California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock ADA California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock ADA Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation ADA Delaware that such tax has been paid or is not payable.. 3 4 IV. GENERAL 4.1

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Tomax Utah Sierra-California Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent Boston EquiServe, L.P. (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Sierra-California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock Stock, respectively, into which such shares of Tomax Utah Sierra-California Common Stock Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Sierra-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After (a) From and after the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrenderedTime, each outstanding certificate theretofore representing which prior to the Effective Time represented shares of Tomax Utah Dynegy Common Stock ("Dynegy Certificates") shall be deemed for all purposes to represent evidence ownership of, and to represent, the number of whole shares of the Surviving Corporation's Newco Common Stock into which such the shares of Tomax Utah Dynegy Common Stock were represented by such Dynegy Certificate have been converted in the Mergeras herein provided. The registered owner on the books and records of the Surviving Corporation Dynegy or the Exchange Agent its transfer agent of any such outstanding certificate Dynegy Certificate as of the Effective Time shall, until such certificate Dynegy Certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation Newco or the Exchange Agentits transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends any dividend and other distributions upon the shares of Newco Common Stock of the Surviving Corporation represented evidenced by such outstanding certificate Dynegy Certificate as provided aboveabove provided. Each Following the Effective Time, each holder of record of one or more Dynegy Certificates may, but shall not be required to, surrender any Dynegy Certificate for cancellation to Newco or its transfer agent, and the holder of such Dynegy Certificate shall be entitled to receive in exchange therefor a certificate representing that number of shares of Newco Common Stock which such holder has the right to receive pursuant to the provisions of this Article 4, and the Surviving Corporation Dynegy Certificate so issued surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Dynegy Common Stock that is not registered in the Merger shall bear transfer records of Newco or Dynegy, a certificate representing the same legends, if any, with respect to the restrictions on transferability as the certificates proper number of Tomax Utah shares of Newco Common Stock so converted and given in exchange therefor, unless otherwise determined by may be issued to such a transferee if the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for Dynegy Certificate representing such shares of the Surviving Corporation's Dynegy Common Stock is presented to be issued in a name other than that in which the certificate surrendered in exchange therefor is registeredNewco or its transfer agent, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed accompanied by all documents required to evidence and otherwise in proper form for transfer, that effect such transfer otherwise be proper and to evidence that the person requesting such any applicable stock transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has have been paid or is not payablepaid.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time Surviving Corporation or to act as exchange its transfer agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock Stock, as adjusted pursuant to Section 3.1 above, into which such shares of Tomax Utah Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Parent so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Subsidiary stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After Each outstanding certificate theretofore representing shares of Cyberfund common stock that are not Dissenting Shares (the “Non-Dissenting Shares”) shall be deemed for all purposes to represent the number of whole shares of the ROK common stock into which such Non-Dissenting Shares of Cyberfund common stock were converted in the Merger and the holder thereof shall not be required to surrender such certificate for a certificate issued by ROK. However, after the Effective Date of the Merger, each holder of an outstanding certificate representing shares Non-Dissenting Shares of Tomax Utah Common Stock Cyberfund common stock may, at such stockholder's option’s option and sole discretion, surrender the same for cancellation to such institution OTC Stock Transfer Co., as Tomax Delaware shall appoint at the time to act sole stock transfer and registrar of the Cyberfund common stock and as exchange agent therefor (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock ROK common stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation ROK or the Exchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Cyberfund common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Cyberfund so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ROK stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation ROK that such tax has been paid or is not payable.

Exchange of Certificates. After As soon as reasonably practicable after the Effective Date of the MergerTime, each holder of an outstanding certificate representing or certificates which prior thereto represented shares of Tomax Utah Company Common Stock mayor Company Preferred Stock shall, at upon surrender to the Exchange Agent of such stockholder's option, surrender certificate(s) and acceptance thereof by the same for cancellation to such institution as Tomax Delaware shall appoint at Exchange Agent (together with the time to act as exchange agent (the "EXCHANGE AGENT"letter of transmittal described in Section 2.2(b), duly executed, and each such holder shall other documents as may reasonably be required by the Exchange Agent), be entitled to receive in exchange therefor a certificate or certificates representing the amount of the Merger Consideration into which the number of shares of the Surviving Corporation's Company Common Stock into which or Company Preferred Stock previously represented by such certificate(s) so surrendered shall have been converted pursuant to this Agreement. After the surrendered shares were converted as herein provided. Until so surrenderedEffective Time, each outstanding certificate theretofore there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Tomax Utah Company Common Stock and Company Preferred Stock which have been converted pursuant to this Agreement into the right to receive the Merger Consideration, and if such certificates are presented for transfer, they shall be deemed for all purposes to represent the number of whole shares cancelled against delivery of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the MergerMerger Consideration. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in If the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Consideration is to be issued in a name delivered to any Person other than that the Person in which whose name the certificate certificate(s) representing shares of Company Common Stock or Company Preferred Stock surrendered in for exchange therefor is registered, it shall be a condition of issuance thereof such exchange that the certificate certificate(s) so surrendered shall be properly endorsed and with the signature guaranteed or otherwise in proper form for transfer, that such transfer otherwise be proper and that the person Person requesting such transfer exchange shall pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance payment of such new certificate in the Merger Consideration to a name Person other than that of the registered holder of the certificate surrendered thereof, or shall establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not payableapplicable. Until surrendered as contemplated by this Section 2.2(a), each certificate which, prior to the Effective Time, represented outstanding shares of Company Common Stock or Company Preferred Stock (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in accordance with Section 1.8. No interest will be paid or will accrue on any cash payable as Merger Consideration to any holder of shares of Company Common Stock or Company Preferred Stock.

Exchange of Certificates. After As promptly as practicable after the ------------------------ Effective Date of Time, the Merger, Partnership shall cause the Exchange Agent to send to each holder of record of Corporation Stock immediately prior to the Effective Time transmittal materials (including the Partnership's then-current form of Transfer Application) for use in exchanging Corporation Stock certificates. Each holder of a certificate formerly representing Corporation Stock who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate) to the Exchange Agent, together with properly executed transmittal materials and an outstanding certificate representing shares of Tomax Utah Common Stock mayexecuted Transfer Application, at such stockholder's optionshall, surrender the same for cancellation upon acceptance thereof, be entitled to such institution as Tomax Delaware shall appoint at the time to act as exchange agent a Depositary Receipt (the "EXCHANGE AGENT"), and each such holder or if no Transfer Application is submitted shall be entitled to receive a Unit Certificate) representing the number of whole Partnership Units to which such holder is entitled (and cash in lieu of fractional Partnership Units to which such holder would otherwise be entitled). The Exchange Agent shall accept such stock certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange therefor thereof in accordance with normal practices. The Partnership shall not be obligated to deliver Unit Certificates, Depositary Receipts, or cash in lieu of fractional Partnership Units to which any former holder of Corporation Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing the number of shares of Corporation Stock (or customary affidavits and indemnification regarding the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrenderedloss or destruction of such certificate) for exchange, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shalltogether with properly executed transmittal materials, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsthis Section 2.4. If any certificate for shares of the Surviving Corporation's Common Stock Depositary Receipt or Unit Certificate, or any check representing cash and/or declared but unpaid distributions, is to be issued in a name other than that in which the a certificate surrendered in for exchange therefor is registeredissued, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person Person requesting such exchange shall affix any requisite stock transfer pay tax stamps to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is taxes are not payable.

Exchange of Certificates. After As promptly as practicable after the Effective Date of the MergerMerger Date, each holder of an outstanding certificate or certificates theretofore representing shares of Tomax Utah Allmon Common Stock may, at Sxxxx (other than certificates representing Dissenting Shares) shall surrender such stockholder's option, surrender the same certificate(s) for cancellation to the party designated herein to handle such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of the Surviving Corporation's World-Am Communications Inc. Common Stock into which the shares of Allmon Common Sxxxx xepresented by the certificate or certificates so surrendered shall have been converted. Any exchange of fractional shares were converted as herein providedwill be rounded up to the next highest number of full shares. World-Am Communications Inc. may, in its discretion, require a bond in customary form before issuing any share certificate where a corresponding share certificate has not been delivered by a shareholder of Allmon because xx xxxs or other reason. 11. UNEXCHANGED CERTIFICATES. Until so surrendered, each outstanding certificate theretofore that prior to the Merger Date represented Allmon Common Sxxxx (other than certificates representing shares of Tomax Utah Common Stock Dissenting Shares) shall be deemed for all purposes purposes, other than the payment of dividends or other distributions, to represent evidence ownership of the number of whole shares of the Surviving Corporation's World-Am Common Stock into which such shares it was converted. No dividend or other distribution payable to holders of Tomax Utah World-Am Common Stock were converted in as of any date subsequent to the Merger. The registered owner on Merger Date shall be paid to the books holders of outstanding certificates of Allmon Common Xxxxx; provided, however, that upon surrender and records exchange of such outstanding certificates (other than certificates representing Dissenting Shares), there shall be paid to the record holders of the Surviving Corporation or certificates issued in exchange therefore the Exchange Agent amount, without interest thereon, of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in that would have been payable subsequent to the Merger shall bear the same legends, if any, Date with respect to the restrictions on transferability as the certificates shares of Tomax Utah World-Am Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsrepresented thereby. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable12.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah RasterOps Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act First Interstate Bank, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah RasterOps Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah RasterOps Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock RasterOps so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Truevision stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Truevision that such tax has been paid or is not payable.

Exchange of Certificates. After (a) Except as otherwise provided in Section 3.1(c) or by the MGCL, from and after the Effective Date of the MergerTime, all CCMH Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an outstanding a certificate representing shares of Tomax Utah CCMH Common Stock mayshall cease to have any rights with respect thereto, at such stockholder's option, surrender except the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled right to receive in exchange therefor therefor, upon surrender thereof to a bank or trust company designated by EChapman and acceptable to CCMH (the "Exchange Agent"), a certificate representing EChapman Shares to which such holder is entitled pursuant to Section 3.1 plus the Fractional Share Payment. Notwithstanding any other provision of this Agreement, until holders or transferees of certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah CCMH Common Stock shall be deemed have surrendered them for all purposes to represent exchange as provided herein, no dividends or other distributions declared or made after the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights Effective Time with respect to and EChapman Shares with a record date after the Effective Time shall be paid with respect to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation any EChapman Shares represented by such outstanding certificates and no Fractional Share Payment shall be made. Upon surrender of a certificate as provided above. Each which immediately prior to the Effective Time represented shares of CCMH Common Stock, there shall be paid to the holder of such certificate representing Common Stock by EChapman without interest, (i) promptly, the amount of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, any Fractional Share Payment with respect to a fractional EChapman Share to which such holder is entitled, (ii) except as provided in (iii), below, the restrictions on transferability as the certificates amount of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer dividends or other taxes distributions (without interest) with a record date after the Effective Time which theretofore became payable by reason with respect to whole EChapman Shares, and (iii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the issuance of Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payablewhole EChapman Shares.

Exchange of Certificates. After (a) From and after the Effective Date Time, a bank or trust company to be designated by Parent with the concurrence of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware Company shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTExchange Agent") in effecting the exchange of the Merger Price for -------------- certificates which prior to the Effective Time represented Shares and which as of the Effective Time represent the right to receive the Merger Price (the "Certificates"). Promptly after the Effective Time, the Exchange Agent shall ------------ mail to each record holder of Certificates a form of letter of transmittal and instructions for use in surrendering such Certificates and receiving the Merger Price therefor in a form approved by Parent and the Company. Upon the surrender of each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing Certificate and the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books issuance and records of the Surviving Corporation or delivery by the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear Price for the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given Shares represented thereby in exchange therefor, unless otherwise determined the Certificate shall forthwith be canceled. Until so surrendered and exchanged, each Certificate shall represent solely the right to receive the Merger Price for the Shares represented thereby, without any interest thereon. Upon the surrender and exchange of such an outstanding Certificate, the holder thereof shall receive the Merger Price multiplied by the Board number of Directors of the Surviving Corporation in compliance with applicable lawsShares represented by such Certificate, without any interest thereon. If any certificate for shares of the Surviving Corporation's Common Stock cash is to be issued in paid to a name other than that in which the certificate Certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that to such transfer otherwise be proper and payment or exchange that the person requesting such transfer payment or exchange shall pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance payment of such new certificate in cash to a name other than that of the registered holder of the certificate surrendered Certificate surrendered, or such person shall establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not payableapplicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Certificates for any part of the Merger Price payments made to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah PASW, Inc. California Common Stock may, at such stockholder's holder’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Corporate Stock Transfer, as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock PASW, Inc. California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock ’s capital stock into which such shares of Tomax Utah Common Stock PASW, Inc. California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock PASW, Inc. California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ’s stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After Prior to or promptly after the Effective Date Time, Parent shall ensure that a letter of the Merger, transmittal in customary form (a "Letter of Transmittal") has been mailed to each record holder of an outstanding Company Capital Stock immediately prior to the Effective Time, together with instructions for use in effecting the exchange of certificates representing such Company Capital Stock for the Merger Consideration payable with respect to such Company Capital Stock. Upon surrender to Parent of a certificate representing shares of Tomax Utah Common Company Capital Stock may, at such stockholder's option, surrender the same for cancellation to such institution (or an affidavit of lost stock certificate as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"described below), together with a duly executed Letter of Transmittal and each such other documents as Parent may reasonably request, the holder of such certificate shall be entitled to receive in exchange therefor a cash in the amount equal to the Merger Consideration, if any, which such holder has the right to receive pursuant to Section 1.5, and the certificate or certificates representing so surrendered shall forthwith be canceled. From and after the number of Effective Time, each certificate which prior to the Effective Time represented shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Company Capital Stock shall be deemed for all purposes to represent only the number of whole shares of right to receive the Surviving Corporation's Common Stock into which Merger Consideration, if any, payable with respect to such shares as contemplated by Section 1.5, and, if applicable, the Post-Closing Payments, if any, payable in accordance with Section 1.8, and the holder of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until each such certificate shall cease to have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Company Capital Stock of the Surviving Corporation formerly represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsthereby. If any payment of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered certificate for shares of the Surviving Corporation's Common Company Capital Stock 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 of issuance thereof to such payment that the certificate so surrendered shall be properly endorsed and or shall be otherwise in proper form for transfer, that such transfer otherwise be proper and that the person Person requesting such transfer pay to the Exchange Agent payment shall have paid any transfer or and other taxes payable required by reason of the issuance of such new certificate payment in a name other than that of the registered holder of the certificate surrendered or establish shall have established to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not payable. As of the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time, certificates for shares of Company Capital Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration, if any, payable with respect to such shares as provided for in Section 1.5. No interest shall accrue or be paid on any Merger Consideration payable upon the surrender of a certificate or certificates which immediately before the Effective Time represented outstanding shares of Company Capital Stock. In the event any certificate representing shares of Company Capital Stock converted in connection with the Merger pursuant to Section 1.5 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 requested by Parent, the posting by such person of a bond in such amount, form and with such surety as Parent may direct as indemnity against any claim that may be made against it with respect to such certificate, Parent shall cause to be paid in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration, if any, payable with respect such shares. Notwithstanding anything in this Agreement to the contrary, Parent shall not be liable to any holder of shares of Company Capital Stock for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of shares of Company Capital Stock three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable Legal Requirements, become the property of Parent free and clear of any Encumbrance.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah CEEE Common Stock may, at such stockholder's option, surrender the same for cancellation to Continental Stock Transfer & Trust Company, or such institution other entity as Tomax Delaware shall appoint at the time to act Company so designates as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah CEEE Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah CEEE Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock CEEE so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Atlantic stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Atlantic that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares ownership interests of Tomax Utah Common Stock may, at such stockholder's option, NMT Michigan may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Surviving Corporation, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number ownership interests of shares of NMT Michigan, as the Surviving Corporation's Common Stock case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares ownership interests of Tomax Utah Common Stock NMT Michigan shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock Stock, respectively, into which such shares ownership interests of Tomax Utah Common Stock NMT Michigan, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange AgentCorporation, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability a legend restricting transfer as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined promulgated by the Board of Directors Rule 144 or any successor provision of the Surviving Corporation in compliance with applicable lawsSecurities Act of 1933. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent Surviving Corporation any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After (a) As soon as practicable after the Effective Date of the MergerTime, each holder of an outstanding certificate representing shares of Tomax Utah Common XxxxXxx.xxx shall cause Continental Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent Transfer & Trust (the "EXCHANGE AGENT")) to mail to each holder of record of Company Common Stock as of the Effective Time (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and each risk of loss and title to the certificates of Company Common Stock shall pass, only upon delivery of such certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of such certificates in exchange for certificates representing XxxxXxx.xxx Common Stock. Upon surrender of a certificate of Company Common Stock for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's XxxxXxx.xxx Common Stock into to which such shares the holder of Tomax Utah Company Common Stock were converted in the Mergeris entitled pursuant to Section 1.7.1 hereof. The registered owner on the books and records certificate so surrendered shall forthwith be canceled. Notwithstanding any other provision of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shallthis Agreement, until such certificate holders of certificates of Company Common Stock have surrendered them for exchange as provided herein, (i) no dividends or other distributions shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights paid with respect to and to receive dividends and other distributions upon the any shares of Common Stock of the Surviving Corporation represented by such outstanding certificate certificates, and (ii) without regard to when such certificates are surrendered for exchange as provided aboveherein, no interest shall be paid on any dividends or other distributions. Each Upon surrender of a certificate representing of Company Common Stock Stock, there shall be paid to the holder of such certificate the amount of any dividends or other distributions which theretofore became payable, but which were not paid by reason of the Surviving Corporation so issued in the Merger shall bear the same legends, if anyforegoing, with respect to the restrictions on transferability as the certificates number of Tomax Utah whole shares of XxxxXxx.xxx Common Stock so converted and given in exchange therefor, unless otherwise determined represented by the Board of Directors of the Surviving Corporation in compliance with applicable lawscertificate or certificates issued upon such surrender. If any certificate for shares of the Surviving Corporation's XxxxXxx.xxx Common Stock is to be issued in a name other than that in which the certificate of Company Common Stock surrendered in exchange therefor therefore is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and exchange that the person requesting such transfer exchange pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance of certificates for such new certificate shares of XxxxXxx.xxx Common Stock in a name other than that of the registered holder of the certificate surrendered surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payableapplicable. In connection with its undertakings pursuant to this Section 1.7.2, the Exchange Agent shall be entitled to withhold any income taxes as required by the Code.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Landec California Common Stock may, at such stockholder's holder’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent StockTrans, Inc. (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Landec California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock ’s capital stock into which such shares of Tomax Utah Common Stock Landec California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Landec California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ’s stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After Each outstanding certificate theretofore representing shares of Promos common stock that are not Dissenting Shares (the "Non-Dissenting Shares") shall be deemed for all purposes to represent the number of whole shares of the OmniCorder common stock into which such Non-Dissenting Shares of Promos common stock were converted in the Merger and the holder thereof shall not be required to surrender such certificate for a certificate issued by OmniCorder. However, after the Effective Date of the Merger, each holder of an outstanding certificate representing shares Non-Dissenting Shares of Tomax Utah Common Stock Promos common stock may, at such stockholder's optionoption and sole discretion, surrender the same for cancellation to such institution Corporate Stock Transfer, Inc., as Tomax Delaware shall appoint at the time to act sole stock transfer and registrar of the Promos common stock and as exchange agent therefor (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock OmniCorder common stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation OmniCorder or the Exchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Promos common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Promos so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock OmniCorder stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation OmniCorder that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah AccelGraphics California Common Stock or Preferred Stock may, at such stockholdershareholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act transfer agent and registrar for the Common Stock of AccelGraphics Delaware, as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporationappropriate class and series of AccelGraphics Delaware's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock AccelGraphics California capital stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporationappropriate class and series of AccelGraphics Delaware's Common Stock capital stock into which such shares of Tomax Utah Common Stock AccelGraphics California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation AccelGraphics Delaware or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation AccelGraphics Delaware or the Exchange Agent, have and be entitled to exercise any voting and other 5 rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation AccelGraphics Delaware represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation AccelGraphics Delaware so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock AccelGraphics California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation AccelGraphics Delaware in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock AccelGraphics Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation AccelGraphics Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After (a) From and after the Effective Date of the MergerTime, each holder of an outstanding certificate representing immediately prior to the Effective Time represented shares of Tomax Utah Company Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTCompany Certificates"), ) shall cease to have any right as a stockholder of the Company and each such holder holder's sole rights shall be entitled to receive in exchange therefor for such holder's Company Certificates, upon surrender thereof to an exchange agent selected by Parent (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of the Surviving Corporation's Parent Common Stock into which the surrendered shares were converted such holder is entitled to receive pursuant to Section 3.1(a) plus cash in lieu of fractional shares, as herein providedprovided in Section 3.1(b) hereof. Until so surrenderedNotwithstanding any other provision of this Agreement, each outstanding certificate (i) until holders of Company Certificates theretofore representing shares of Tomax Utah Company Common Stock have surrendered such certificates for exchange as provided herein, (A) no dividends shall be deemed for all purposes to represent paid by the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights Parent with respect to and to receive dividends and other distributions upon the any shares of Common Stock of the Surviving Corporation represented by such outstanding certificate Company Certificates and (B) no payment for fractional shares shall be made, provided, in each case, that upon surrender of such Company Certificates, the surrendering holder shall receive all such dividends and payments for fractional shares and (ii) without regard to when such Company Certificates are surrendered for exchange as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger herein, no interest shall bear the same legends, if any, with respect to the restrictions be paid on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsany such dividend or payment for fractional shares. If any certificate for shares of the Surviving Corporation's Parent Common Stock is to be issued in a name other than that in which the certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and exchange that the person requesting such transfer exchange shall pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance of certificates for such new certificate shares of Parent Common Stock in a name other than that of the registered holder of the certificate surrendered surrendered, or shall establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not payableapplicable. No transfers of Company Common Stock shall be made on the stock transfer books of the Company after the close of business on the day prior to the date of the Effective Time.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah SWN Arkansas Common Stock may, at such stockholder's ’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Computershare Trust Company, N.A., as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock SWN Arkansas common stock, par value $0.10 per share, shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock ’s common stock, par value $0.01 per share, into which such shares of Tomax Utah Common Stock SWN Arkansas common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by by, such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock SWN Arkansas so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock SWN Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to SWN Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation SWN Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah DWM California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Corporate Stock Transfer, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah DWM California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah DWM California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock DWM California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock DWM Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper under any and all applicable federal, state and local securities laws to the satisfaction of counsel for DWM Delaware, and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation DWM Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, ------------------------ each holder of an outstanding certificate representing shares of Tomax Utah Artisan- California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Artisan-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah Artisan-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Artisan-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable appli cable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah BARRA California Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to an exchange agent, whose name will be delivered to such institution as Tomax Delaware shall appoint at the time holders prior to act as any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's BARRA Delaware Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah BARRA California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's BARRA Delaware Common Stock into which such shares of Tomax Utah BARRA California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of BARRA Delaware Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing BARRA Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates representing shares of Tomax Utah BARRA California Common Stock so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's BARRA Delaware Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation BARRA Delaware that such tax has been paid or is not payable. No action need be taken by holders of BARRA California Common Stock to exchange their certificates for shares of BARRA Delaware Common Stock; this will be accomplished at the time of the next transfer by the shareholder. Certificates for shares of BARRA California Common Stock will automatically represent an equal number of shares of BARRA Delaware Common Stock upon the Effective Date of the Merger.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock IT&E Nevada common stock may, at such stockholder's shareholder’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Xxxxxxxx Stock Transfer, Inc., as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock ’s common stock into which the surrendered shares were converted as herein providedset forth in Article III, Section 1 above. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock IT&E Nevada common stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock ’s common stock into which such shares of Tomax Utah Common Stock IT&E Nevada common stock were converted in the MergerMerger as set forth in Article III, Section 1 above. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock IT&E Nevada so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock ’s common stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to IT&E Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish established to the satisfaction of the Surviving Corporation IT&E Delaware that such tax has been paid or is not payable.

Exchange of Certificates. (a) After the Effective Date of the MergerTime, each holder of an outstanding certificate representing shares of Tomax Utah TN Texas Common Stock may, at such stockholderholder's optionelection, surrender the same such certificate for cancellation to such institution Computershare Trust Company, N.A., as Tomax Delaware shall appoint at the time to act as exchange transfer agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's TN Illinois Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah TN Texas Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's TN Illinois Common Stock into which such shares of Tomax Utah TN Texas Common Stock were converted in at the MergerEffective Time. The registered owner holder of record of shares represented by any such outstanding certificate(s), as shown on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation TN Illinois or the Exchange Agent, shall have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of TN Illinois Common Stock of the Surviving Corporation represented by by, such outstanding certificate as provided abovecertificate(s) until such certificate(s) are surrendered to TN Illinois or the Exchange Agent for transfer, converted or otherwise accounted for. (b) Each certificate representing TN Illinois Common Stock of the Surviving Corporation so issued in connection with the Merger shall bear the same legendslegends regarding transfer restrictions, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah certificate representing TN Texas Common Stock so converted in accordance herewith and given in exchange therefortherefore (or such other additional legends as may be agreed upon by the holder thereof and TN Illinois), unless otherwise determined by the Board board of Directors directors of the Surviving Corporation TN Illinois in compliance with applicable laws. (c) If any a certificate for representing shares of the Surviving Corporation's TN Illinois Common Stock is to be issued in a name other than that in which the certificate representing shares of TN Texas Common Stock surrendered in exchange therefor is registered, it shall be a condition of issuance thereof thereof: (i) that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, ; (ii) that such transfer be otherwise be proper and comply with applicable federal and state securities laws; and (iii) that the person requesting such transfer pay to TN Illinois or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation TN Illinois that such tax has been paid or is not payable.that no tax shall result from by reason of the issuance. 3.3

Exchange of Certificates. After the Effective Date of the Merger, ------------------------ each holder of an outstanding certificate representing shares of Tomax Utah Active California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder -------------- shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Active California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which such shares of Tomax Utah Common Stock Active California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Active California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After Each outstanding certificate theretofore representing shares of Lighten Up common stock that are not Dissenting Shares (the "NON-DISSENTING SHARES") shall be deemed for all purposes to represent the number of whole shares of the Bionovo common stock into which such Non-Dissenting Shares of Lighten Up common stock were converted in the Merger and the holder thereof shall not be required to surrender such certificate for a certificate issued by Bionovo. However, after the Effective Date of the Merger, each holder of an outstanding certificate representing shares Non-Dissenting Shares of Tomax Utah Common Stock Lighten Up common stock may, at such stockholder's optionoption and sole discretion, surrender the same for cancellation to such institution Interwest Transfer Co., Inc., as Tomax Delaware shall appoint at the time to act sole stock transfer and registrar of the Lighten Up common stock and as exchange agent therefor (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Bionovo common stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation Bionovo or the Exchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Lighten Up common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Lighten Up so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Bionovo stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Bionovo that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Tomax Utah HSG Common Stock or Preferred Stock may, at such stockholder's ’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Surviving Corporation or its transfer agent, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock or Preferred Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah HSG Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock or Preferred Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent HSG of any shares of capital stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agentits transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends any dividend and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock HSG so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of capital stock of the Surviving Corporation's Common Stock Corporation 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent Surviving Corporation or its transfer agent any transfer or other taxes payable by reason of the issuance of such new certificate certificates in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Altera-California Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Altera-California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Altera-California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Altera-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance 3 4 of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.. IV. GENERAL 4.1

Exchange of Certificates. After the Effective Date effective time of the Mergermerger, each holder of an a certificate theretofore evidencing outstanding certificate representing shares of Tomax Utah Common Stock maycommon stock of the merged company (other than shares held by dissenting stockholders and shares that are automatically canceled as hereinabove provided), at such stockholder's option, upon surrender of the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent Continental Stock Transfer & Trust Company (the "EXCHANGE AGENTTransfer Agent")) or such other agent or agents as shall be appointed by Definition Technologies, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing evidencing the number of full Definition Technologies shares for which the shares of common stock of the Surviving Corporation's Common Stock merged company theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this paragraph 4, together with such warrants as comprise Units. As soon as practicable after the elective time of the merger, the Transfer Agent will send a notice and transmittal form to each holder of an outstanding certificate which immediately prior to the effective time of such merger evidenced shares of common stock of the merged company and which is to be exchanged for Definition Technologies as provided in paragraph 3 hereof advising such stockholder of the terms of the exchange effected by such merger and the procedure for surrendering to the Transfer Agent (which may appoint forwarding agents) such certificate for exchange into which the surrendered shares were converted as herein providedone or more certificates evidencing Definition Technologies shares. Until so surrendered, each outstanding certificate theretofore representing which, prior to the Effective time of such merger, represented common stock of the merged company (other than shares of Tomax Utah Common Stock shall previously held by dissenting stockholders) will be deemed for all corporate purposes of Definition Technologies to represent evidence ownership of the number of whole full Definition Technologies shares for which the shares of common stock of the Surviving Corporation's Common Stock into merged company represented thereby were exchanged; provided, however, that until such outstanding certificates formerly evidencing common stock of the merged company are so surrendered, no dividend payable to holders of record of Definition Technologies shares as of any date subsequent to the effective time of such merger or any cash in lieu of any fraction of a Definition Technologies share payable pursuant to Section 5 hereof shall be paid to the holder of such outstanding certificates in respect thereof. As soon as practicable after the effective time of each merger, the Transfer Agent will send a notice and transmittal form to each holder of an outstanding certificate of Definition which immediately prior to the effective time of such merger evidenced shares of Tomax Utah Common Stock were converted common stock of Definition, Ltd. as provided in paragraph 3 hereof, advising such stockholder of the Mergerterms of the distribution effected by such merger and the procedure for receiving from the Transfer Agent (which may appoint forwarding agents) such certificate for one or more certificates evidencing Definition Technologies share. The registered owner After the effective time of such merger there shall be no further registry of transfers on the books and records of the Surviving Corporation or the Exchange Agent merged company of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares share of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendsmerged company and, if any, with respect a certificate evidencing such shares is presented to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registeredDefinition Technologies, it shall be canceled and exchanged for a condition certificate evidencing shares of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payableDefinition Technologies common stock as herein provided.

Exchange of Certificates. After the Effective Date of the ------------------------ Merger, each holder of an outstanding certificate representing shares of Tomax Utah GetThere-California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah GetThere-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah GetThere-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock GetThere-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock GetThere-Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation GetThere-Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the ------------------------ Merger, each holder of an outstanding certificate representing shares of Tomax Utah Viador- California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Company, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Viador-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah Viador-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Viador-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Viador-Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Viador-Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock Aspec California capital stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent designated by the Surviving Corporation (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Aspec California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Aspec California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Aspec Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Aspec Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the -------------------------------------- Merger, each holder of an outstanding certificate representing shares of Tomax Utah Mycogen-Delaware Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall will be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Mycogen-Delaware Common Stock shall or Preferred Stock will be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah Mycogen-Delaware Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shallwill, until such certificate shall will have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall will bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Mycogen-Delaware so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall will be a condition of issuance thereof that the certificate so surrendered shall will be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Inter-Tel Arizona Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Inter-Tel Arizona Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock into which such shares of Tomax Utah Inter-Tel Arizona Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Inter-Tel Arizona so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ’s stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise be in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding certificate or certificates theretofore representing a share or shares of Tomax Utah Citizens Common Stock, other than Dissenters' Shares and shares of Citizens Common Stock mayheld by Citizens as treasury shares (which shall by reason of the Company Merger be cancelled), at such stockholder's option, upon surrender thereof to the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent selected by Whitney (the "EXCHANGE AGENTExchange Agent"), and each such together with duly executed transmittal materials provided pursuant to Section 2.01(e) or upon compliance by the holder or holders thereof with the procedures of the Exchange Agent with respect to lost, stolen or destroyed certificates, shall be entitled to receive in exchange therefor any payment due in lieu of fractional shares and a certificate or certificates representing the number of whole shares of the Surviving Corporation's Whitney Common Stock into which the surrendered such holder's shares of Citizens Common Stock were converted as herein providedconverted. Until so surrendered, each outstanding Citizens stock certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes purposes, other than as provided below with respect to the payment of dividends or other distributions (if any) in respect of Whitney Common Stock, to represent the number of whole shares of the Surviving Corporation's Whitney Common Stock into which such shares of Tomax Utah holder's Citizens Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer converted. Whitney may, at its option, refuse to pay any dividend or conversion or otherwise accounted for other distribution to holders of unsurrendered Citizens stock certificates until surrendered; provided, however, that upon the surrender and exchange of any Citizens stock certificates there shall be paid, to the Surviving Corporation or extent not previously paid, to the Exchange Agentrecord holders of the Whitney stock certificates issued in exchange therefor the amount, have and be entitled to exercise any voting and other rights with respect to and to receive without interest, of accumulated dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendsdistributions, if any, which have become payable with respect to the restrictions on transferability as the certificates number of Tomax Utah whole shares of Whitney Common Stock so converted and given in exchange therefor, unless otherwise determined by into which the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Citizens Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it theretofore represented by such certificates shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has have been paid or is not payableexchanged.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, the Parent Shares may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as one or more exchange agent agents (the "EXCHANGE AGENT"“Exchange Agents”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares Parent Shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock the Parent Shares shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock into which such shares of Tomax Utah Common Stock Parent Shares were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or of any shares of Common Stock of the Exchange Agent of Surviving Corporation represented by any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock representing the Parent Shares so converted and given surrendered in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Common Stock of the Surviving Corporation's Common Stock Corporation 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent Agents any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Reincorporation Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock FAO California common stock may, at such stockholder's option, but need not, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act U.S. Stock Transfer Company as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock common stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock FAO California common stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock common stock into which such shares of Tomax Utah Common Stock FAO California common stock were converted in the Reincorporation Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Reincorporation Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock FAO California so converted and given in exchange therefor, unless otherwise therefor or such other legend or no legend as agreed upon by the holder and the Surviving Corporation as determined by the Board board of Directors directors of the Surviving Corporation in compliance with applicable lawslaw. If any certificate for shares of the Surviving Corporation's Common Stock FAO, Inc. stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to FAO, Inc. or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation FAO, Inc. that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Liquidmetal California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act American Stock Transfer & Trust Company, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Liquidmetal California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Liquidmetal California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Liquidmetal California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Liquidmetal Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Liquidmetal Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Liquidmetal Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After At and after the Effective Date of the MergerTime, each holder of an outstanding a certificate representing shares the Converted Stock, upon presentation and surrender of Tomax Utah Common Stock maysuch certificate or certificates to Midwestern or its transfer agent, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of fully paid and non-assessable shares of the Surviving Corporation's Common Stock into of Midwestern to which he, she or it is entitled as provided in Section 3.01. The Common Stock of Midwestern so received in exchange shall be registered in such names as the surrendered shares were converted as herein holder of the Converted Stock so exchanged may request; provided. Until so surrendered, each outstanding however, that if any certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Midwestern 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting making such transfer pay to the Exchange Agent request shall have paid any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish established to the satisfaction of the Surviving Corporation Midwestern that such tax has taxes have been paid or is are not payable. Until so presented and surrendered in exchange for a certificate representing Common Stock of Midwestern, each certificate which represented issued and outstanding shares of Converted Stock at the Effective Time shall, except as provided in the following sentence, be deemed for all purposes to evidence ownership of the number of whole shares of Common Stock of Midwestern into which such shares of Converted Stock have been converted pursuant to the Merger. Until surrender of such certificates in exchange for certificates representing Common Stock of Midwestern, the holder Converted Stock shall not be entitled to receive any dividend or other distribution payable to holders of shares of Common Stock of Midwestern until the holder of the Converted Stock exchanges for certificates representing the Common Stock of Midwestern, there shall be paid to the record holder of the certificates representing Midwestern issued upon such surrender, the amount of dividends or other distributions (without interest) which therefor became payable and were not paid to such holder with respect to the number of whole shares of Common Stock of Midwestern represented by the certificates issued upon such surrender.

Exchange of Certificates. After the Effective Date of the Merger, ------------------------ each holder of an outstanding certificate representing shares of Tomax Utah OSI California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Xxxxx Xxxxxx Shareholder Services, Inc. as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of OSI California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah OSI California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah OSI California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock OSI California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock OSI Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to OSI Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation OSI Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder ------------------------ of an outstanding certificate representing shares of Tomax Utah Sierra-California Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Sierra-California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock Stock, respectively, into which such shares of Tomax Utah Sierra-California Common Stock Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Sierra-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Adept-California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Mellon Investor Services LLC as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of Adept-California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Adept-California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Adept-California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Adept-California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Adept-Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to Adept-Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Adept-Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Anna’s California Preferred Stock or Common Stock may, at such stockholder's ’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Surviving Corporation’s transfer agent or another person appointed by its Board of Directors as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Preferred Stock or Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Anna’s California Preferred Stock or Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Preferred Stock or Common Stock into which such shares of Tomax Utah Anna’s California Preferred Stock or Common Stock Stock, respectively, were converted in the Merger. In the remainder of this Section 3.6 the term Capital Stock shall refer collectively to the Preferred Stock and Common Stock of the Surviving Corporation that is issued in the Merger by the Surviving Corporation. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of Common Capital Stock of the Surviving Corporation represented by by, such outstanding certificate as provided above. Each certificate representing Common Capital Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Anna’s California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Anna’s Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Welund-Delaware Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate cer-tificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock ’s capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Welund-Delaware capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock ’s capital stock into which such shares of Tomax Utah Common Stock Welund-Delaware capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Welund-Delaware so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ’s stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of Tomax Utah PCB Common Stock outstanding immediately prior to the Effective Date of the Merger may, at such stockholder's ’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act BNY Mellon Shareowner Services, as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Corporation Common Stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah PCB Common Stock outstanding immediately prior to the Effective Date of the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of whole shares of the Surviving Corporation's Corporation Common Stock into which such shares of Tomax Utah PCB Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Surviving Corporation Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Surviving Corporation Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock PCB so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of , or other such additional legends as agreed upon by the holder and the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, Merging Corporation common stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Corporation Stock, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Merging Corporation common stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Corporation Stock into which such shares of Tomax Utah Common Stock Merging Corporation common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation Stock represented by such outstanding certificate as provided above. Each certificate representing Common Stock shares of the Surviving Corporation Stock so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Merging Corporation so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Corporation Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding certificate representing shares of Tomax Utah Accuray California Common Stock may, at such stockholder's ’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Xxxxxx & Xxxxxxx LLP as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered such holders’ shares of Accuray California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore theretofor representing shares of Tomax Utah Accuray California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock into which such shares of Tomax Utah Accuray California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Accuray California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Accuray Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to Accuray Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Accuray Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, ------------------------ each holder of an outstanding certificate representing shares of Tomax Utah Cobalt- California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Cobalt-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah Cobalt-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Cobalt-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. (a) As soon as reasonably practicable following the date of this Agreement and in any event not less than five (5) Business Days following the date of this Agreement, and provided that the Company has timely provided any required information to Parent in connection therewith, Parent shall use its reasonable best efforts to cause the Paying Agent to mail to each record holder of a Company Stock Certificate a letter of transmittal and instructions in the form attached hereto as Exhibit B (the “Letter of Transmittal”). After the Effective Date Closing, if a Stockholder surrenders to the Paying Agent a Company Stock Certificate together with such Letter of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Transmittal, and each such holder other documents as may be reasonably requested pursuant to the instructions included with the Letter of Transmittal, such Stockholder shall be entitled to receive from the Paying Agent in exchange therefor a certificate or certificates representing (subject to Section 2.8, if applicable), cash in an amount equal to the product of (x) the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided aboveCompany Stock Certificates multiplied by (y) the Net Closing Payment Per Share. Each certificate representing Common Stock No interest will be paid or accrued on the Net Closing Payment Per Share payable upon the surrender of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect Company Stock Certificates. If a holder surrenders to the restrictions Paying Agent a Company Stock Certificate, together with such Letter of Transmittal duly executed, and such other documents as may be reasonably requested pursuant to such instructions, any time prior to the close of business on transferability the date that is two (2) Business Days prior to the Closing Date, and such holder is the record holder as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation Closing Date, then the Parent shall use its reasonable best efforts to cause the Paying Agent to pay the holder of such Certificate on the Closing Date in compliance accordance with applicable lawsthis Section 3.2(a), and such Certificate shall forthwith be canceled. If any certificate for shares of the Surviving Corporation's Common Stock payment is to be issued in made to a name Person other than that the Person in which whose name the certificate Company Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof payment that the certificate so surrendered such Company Stock Certificate shall be properly endorsed and or otherwise in proper form for transfer, that transfer and delivered to the Paying Agent with all documents required to evidence and effect such transfer otherwise be proper and that the person Person requesting such transfer payment pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance of such new certificate in payment to a name Person other than that of the registered holder of the certificate surrendered such Company Stock Certificate or establish to the satisfaction of the Surviving Corporation Paying Agent that such tax has been paid or is not payableapplicable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah XXXX Medical-California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock XXXX Medical-California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which such shares of Tomax Utah Common Stock XXXX Medical-California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock XXXX Medical-California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding certificate or certificates theretofore representing Outstanding Data Transfer Shares (other than shares as to which dissenters rights have been perfected and not withdrawn or otherwise forfeited under the IBCA) upon surrender thereof, together with a completed letter of Tomax Utah Common Stock maytransmittal, at such stockholder's optionto Xxxxxx Xxxxxxx Xxxxxx & Xxxxx (the "Exchange Agent"), surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")for PMT, and each such holder shall be entitled to receive in exchange therefor any payment due in lieu of fractional shares and a certificate or certificates representing the number of whole shares of the Surviving Corporation's PMT Common Stock into which the surrendered shares such holders' Outstanding Data Transfer Shares were converted as herein providedin a manner reasonably satisfactory to Data Transfer. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Outstanding Data Transfer Shares shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's PMT Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate Outstanding Data Transfer Shares theretofore represented shall have been surrendered for transfer converted. PMT may, at its option, refuse to pay any dividend or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendsdistribution, if any, payable to the holders of shares of PMT Common Stock to the holders of certificates representing Outstanding Data Transfer Shares until such certificates are surrendered for exchange, provided, however, that, subject to the rights of PMT under its charter, upon surrender and exchange of such Data Transfer certificates there shall be paid to the record holders of the PMT stock certificate or certificates issued in exchange therefor the amount, without interest, of dividends and other distributions, if any, which have become payable with respect to the restrictions on transferability as the certificates number of Tomax Utah whole shares of PMT Common Stock so into which the Outstanding Data Transfer Shares theretofore represented thereby shall have been converted and given in exchange thereforwhich have not previously been paid. Under the terms of its credit agreements, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If PMT has agreed not to pay any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payablecash dividends.

Exchange of Certificates. After (a) As soon as practicable after the Effective Date of Time, XxxxXxx.xxx shall cause Continental Stock Transfer & Trust (the Merger, "Exchange Agent") to mail to each holder of an outstanding certificate representing shares record of Tomax Utah Company Common Stock mayas of the Effective Time (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, at and risk of loss and title to the certificates of Company Common Stock shall pass, only upon delivery of such stockholder's option, certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender the same of such certificates in exchange for certificates representing XxxxXxx.xxx Common Stock. Upon surrender of a certificate of Company Common Stock for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such institution other documents as Tomax Delaware the Exchange Agent shall appoint at require, the time to act as exchange agent (the "EXCHANGE AGENT"), and each holder of such holder certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's XxxxXxx.xxx Common Stock into to which such shares the holder of Tomax Utah Company Common Stock were converted in the Mergeris entitled pursuant to Section 1.7.1 hereof. The registered owner on the books and records certificate so surrendered shall forthwith be canceled. Notwithstanding any other provision of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shallthis Agreement, until such certificate holders of certificates of Company Common Stock have surrendered them for exchange as provided herein, (i) no dividends or other distributions shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights paid with respect to and to receive dividends and other distributions upon the any shares of Common Stock of the Surviving Corporation represented by such outstanding certificate certificates, and (ii) without regard to when such certificates are surrendered for exchange as provided aboveherein, no interest shall be paid on any dividends or other distributions. Each Upon surrender of a certificate representing of Company Common Stock Stock, there shall be paid to the holder of such certificate the amount of any dividends or other distributions which theretofore became payable, but which were not paid by reason of the Surviving Corporation so issued in the Merger shall bear the same legends, if anyforegoing, with respect to the restrictions on transferability as the certificates number of Tomax Utah whole shares of XxxxXxx.xxx Common Stock so converted and given in exchange therefor, unless otherwise determined represented by the Board of Directors of the Surviving Corporation in compliance with applicable lawscertificate or certificates issued upon such surrender. If any certificate for shares of the Surviving Corporation's XxxxXxx.xxx Common Stock is to be issued in a name other than that in which the certificate of Company Common Stock surrendered in exchange therefor therefore is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and exchange that the person requesting such transfer exchange pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance of certificates for such new certificate shares of XxxxXxx.xxx Common Stock in a name other than that of the registered holder of the certificate surrendered surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payableapplicable. In connection with its undertakings pursuant to this Section 1.7.2, the Exchange Agent shall be entitled to withhold any income taxes as required by the Code.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Acacia California Common Stock may, at such stockholderholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act U.S. Stock Transfer Co., as exchange agent (the "EXCHANGE AGENT"), and each such holder shall will be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Acacia California Common Stock shall will be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Acacia California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shallwill, until such certificate shall will have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall will bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Acacia California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, and any additional legends agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Acacia Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall will be a condition of issuance thereof that the certificate so surrendered shall will be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Acacia Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Acacia Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Callaway Golf California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act ChaseMellon Shareholder Services, L.L.C. as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of Callaway Golf California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Callaway Golf California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Callaway Golf California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Callaway Golf California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock Callaway Golf Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to Callaway Golf Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Callaway Golf Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Mondavi California Common Stock may, at such stockholder's ’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Mellon Investor Services as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Mondavi Delaware Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Mondavi California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Mondavi Delaware Common Stock into which such shares of Tomax Utah Mondavi California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Mondavi Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Mondavi California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Mondavi Delaware Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Tomax Utah Telecom Common Stock or Telecom Preferred Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Corporate Stock Transfer, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Corporation Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Telecom Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Corporation Common Stock into which such shares of Tomax Utah Telecom Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shallNo fractional shares shall be issued but, until such certificate rather, shall have been surrendered for transfer or conversion or otherwise accounted for be rounded up to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided abovenext nearest whole share. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange thereforTelecom, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Corporation stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah JNNE Common Stock or JNNE Preferred Stock may, at such stockholdershareholder's option, surrender the same for cancellation to such institution American Securities Transfer & Trust, Inc., as Tomax Delaware shall appoint at the time to act as exchange transfer agent (the "EXCHANGE AGENTTransfer Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah JNNE Common Stock or JNNE Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock into which such the shares of Tomax Utah JNNE Common Stock or Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Transfer Agent of any such outstanding certificate shall, until such certificate shall have has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Transfer Agent, have and be entitled to exercise any voting and or other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock, as the case may be, of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock JNNE so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock FutureLink Colorado common stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act to, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock common stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock FutureLink Colorado common stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock common stock into which such shares of Tomax Utah Common Stock FutureLink Colorado common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock FutureLink Colorado so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation or required by applicable law. If any certificate for shares of the Surviving Corporation's Common Stock FutureLink Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to FutureLink Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation FutureLink Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After (a) From and after the Effective Date of the MergerTime, each holder of an outstanding certificate representing which immediately prior to the Effective Time represented shares of Tomax Utah Company Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTCompany Certificates"), ) shall cease to have any right as a stockholder of the Company and each such holder holder's sole rights shall be entitled to receive in exchange therefor for such holder's Company Certificates, upon surrender thereof to an exchange agent selected by the Company (the "Exchange Agent"), a certificate or certificates representing the number of whole registered shares of the Surviving Corporation's HDG Common Stock into which the surrendered shares were converted such holder is entitled to receive pursuant to Section 3.1(a) plus cash in lieu of fractional shares, as herein providedprovided in Section 3.3 hereof. Until so surrendered, each outstanding certificate Notwithstanding any other provision of this Agreement (i) until holders of Company Certificates theretofore representing shares of Tomax Utah Company Common Stock have surrendered such certificates for exchange as provided herein (A) no dividends shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights paid by HDG with respect to any shares of HDG Common Stock to be received upon the exchange of Company Certificates as provided in this Section 3.2 and to (B) no payment for fractional shares shall be made; provided, in the case of (A) or (B), that upon surrender of such Company Certificates, the surrendering holder shall receive all such dividends and other distributions upon the payments for fractional shares of Common Stock of the Surviving Corporation represented by and (ii) without regard to when such outstanding certificate Company Certificates are surrendered for exchange as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger herein, no interest shall bear the same legends, if any, with respect to the restrictions be paid on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsany such dividend or payment for fractional shares. If any certificate for shares of the Surviving Corporation's HDG Common Stock is to be issued in a name other than that in which the certificate Company Certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and exchange that the person requesting such transfer exchange shall pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance of certificates for such new certificate shares of HDG Common Stock in a name other than that of the registered holder of the certificate Company Certificate surrendered or shall establish to the satisfaction of the Surviving Corporation HDG that such tax has been paid or is not payableapplicable. No transfers of Company Common Stock shall be made on the stock transfer books of the Company after the close of business on the day prior to the date of the Effective Time.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Avanex-California Common Stock may, at such stockholder's stockholder"s option, surrender the same for cancellation to such institution as Tomax Avanex-Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Corporation"s Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Avanex-California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Corporation"s Common Stock into which such shares of Tomax Utah Avanex-California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Avanex-California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Corporation"s Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After Helix shall authorize one or more persons to act as Exchange Agent hereunder (the "Exchange Agent"). As soon as practicable after the Effective Date Time, Helix shall cause the Exchange Agent to mail to all former holders of the Merger, each holder record of an outstanding GPC Stock instructions for surrendering their certificates representing GPC Stock in exchange for a certificate or certificates representing shares of Tomax Utah Helix Common Stock. Provided that the holder of GPC Stock mayhas executed a Stockholder Letter (as defined below), at such stockholder's option, upon surrender the same of a GPC Stock certificate for cancellation to the Exchange Agent or to such institution other agent or agents as Tomax Delaware shall appoint at may be appointed by Helix, the time to act as exchange agent (the "EXCHANGE AGENT"), and each holder of such holder certificate shall be entitled to receive in exchange therefor (subject to the escrow deposit required by Section 1.11) a certificate or certificates representing the that number of whole shares of the Surviving Corporation's Helix Common Stock into which the shares of GPC Stock theretofore represented by the certificate so surrendered shares were shall have been converted as herein providedpursuant to the provisions of this Agreement, and the certificate so surrendered shall forthwith be canceled. Until so surrenderedsurrendered in accordance with the provisions of this Section 1.8, each outstanding GPC Stock certificate theretofore representing (other than each certificate for shares of Tomax Utah Common Stock to be canceled in accordance with Section 1.6(a)(ii) and each certificate for Dissenting Shares, if any) shall be deemed represent for all purposes to represent the number of whole shares of the Surviving Corporation's Helix Common Stock. Helix Common Stock into which such shares of Tomax Utah Common GPC Stock were shall be converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear be deemed to have been issued at the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsEffective Time. If any certificate for shares of the Surviving Corporation's Helix Common Stock is certificates are to be issued in a name other than that in which the GPC Stock certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and 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 payable required by reason of the issuance of certificates for such new certificate shares of Helix Common Stock in a such different name other than that of the registered holder of the certificate surrendered or unless such person can establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not payableapplicable. Signatures on each letter of transmittal effecting a transfer shall be guaranteed.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Tier California Common Stock may, at such stockholder's ’s option, but need not, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act transfer agent for the Tier California Common Stock, as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Tier California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock into which such shares of Tomax Utah Tier California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Tier California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Tier Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor therefore is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Tier Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Tier Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Solectron California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Boston EquiServe L.P., as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Solectron California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Solectron California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Solectron California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Solectron Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.proper

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Ross-California Common Stock may, at such stockholder's option, and Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent Boston EquiServe (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Ross-California Common Stock and Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock and Preferred Stock, respectively, into which such shares of Tomax Utah Ross-California Common Stock and Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock and Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock and Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Ross-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of Tomax Utah Common Stock Hanover California common stock outstanding immediately prior to the Effective Date of the Merger may, at such stockholdershareholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as an exchange agent designated by the Surviving Corporation (the "EXCHANGE AGENT" Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock common stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Hanover California common stock outstanding immediately prior to the Effective Date of the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of whole shares of the Surviving Corporation's Common Stock common stock into which such shares of Tomax Utah Common Stock Hanover California common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Hanover California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of , or other such additional legends as agreed upon by the holder and the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah YES! California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Continental Stock Transfer & Trust Company, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of YES! California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah YES! California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah YES! California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock YES! California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock YES! Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to YES! Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation YES! Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Mergermerger, each holder of an outstanding certificate representing shares of Tomax Utah HHH Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent American Registrar & Transfer Co. (the "EXCHANGE AGENT"Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah HHH Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock Stock, respectively, into which such shares of Tomax Utah HHH Common Stock Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock .HHH so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Holdings Alaska Common Stock may, at such stockholderholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Surviving Corporation, and each such holder shall be entitled to receive receive, in exchange therefor therefor, a certificate or certificates representing the number of shares of the Surviving Corporation's Holdings Delaware Common Stock into which the surrendered shares were converted as provided herein providedalong with any cash in lieu of fractional shares of Holdings Delaware Common Stock to be paid pursuant to Section 3.06 hereof. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Holdings Alaska Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Holdings Delaware Common Stock into which such shares of Tomax Utah Holdings Alaska Common Stock were converted in the MergerMerger and the right to receive cash in lieu of fractional shares to be paid pursuant to Section 3.06 hereof. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent Holdings Delaware of any shares of Holdings Delaware Common Stock represented by such outstanding certificate shall, until such certificate shall have been surrendered to Holdings Delaware for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agentfor, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Holdings Delaware Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing shares of Holdings Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Holdings Alaska Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation Holdings Delaware in compliance with applicable laws, or other such additional legends as agreed upon by the holder and Holdings Delaware. If any certificate for shares of the Surviving Corporation's Holdings Delaware Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent Holdings Delaware any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered surrendered, or establish to the satisfaction of the Surviving Corporation Holdings Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, ------------------------ each holder of an outstanding certificate representing shares of Tomax Utah Xxxx, Xxxxxx- California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Xxxx, Xxxxxx-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah Xxxx, Xxxxxx-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Xxxx, Xxxxxx-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Xxxx, Xxxxxx-Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Xxxx, Xxxxxx- Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Tomax Utah Basic Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Surviving Corporation or its transfer agent, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Basic Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent Basic of any shares of capital stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agentits transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends any dividend and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Basic so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of capital stock of the Surviving Corporation's Common Stock Corporation 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent Surviving Corporation or its transfer agent any transfer or other taxes payable by reason of the issuance of such new certificate certificates in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After (a) On or immediately after the Effective Closing Date the AdNet Shareholders shall be required to surrender all their AdNet Shares by delivery of a transfer instrument or stock power valid and binding under PRC and US law, to the Trustee on behalf of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender Company pursuant to the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")AdNet Pledge Documents and this Agreement, and each such holder the AdNet Shareholders shall be entitled upon such transfer and surrender of all of their AdNet Shares, to receive in exchange therefor a certificate or (and presuming all other conditions hereto are satisfied), certificates representing the proportionate number of shares of the Surviving Corporation's Common Stock Broadband Shares into which the AdNet Shares theretofore surrendered shares were converted shall have been exchanged pursuant to this Agreement as herein providedset forth under the definition of Broadband Shares, above. Until so surrendered, each outstanding certificate theretofore representing shares instrument, agreement or document which, prior to the Closing Date, represented the AdNet Shares or any right to receive any kind of Tomax Utah Common Stock ownership interest in AdNet, shall be deemed for all purposes corporate purposes, subject to represent the further provisions of this Article 1, to evidence the ownership of the number of whole shares of the Surviving Corporation's Common Stock into Broadband Shares for which such shares AdNet Shares have been so exchanged. No dividend or distribution payable to holders of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records Broadband Shares of the Surviving Corporation or the Exchange Agent record as of any date subsequent to the Closing Date shall be paid or issued to the owner or holder of any instrument representing ownership of AdNet Shares that has not complied with the provisions hereof for the transfer of such outstanding certificate shallshares, until such certificate shall have been surrendered for or instruments representing ownership of all the relevant AdNet Shares, together with an appropriately executed stock transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agentand assignment form, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate are duly delivered as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payablethis Article 1.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Dura California Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation to an exchange agent, whose name will be delivered to such institution as Tomax Delaware shall appoint at the time holders prior to act as any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Dura California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Dura California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Dura California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Dura Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Dura Delaware that such tax has been paid or is not payable. No action need be taken by holders of Dura California Common Stock to exchange their certificates for shares of Dura Delaware Common Stock; this will be accomplished at the time of the next transfer by the shareholder. Certificates for shares of Dura California will automatically represent an equal number of shares of Dura Delaware upon the Effective Date of the Merger.

Exchange of Certificates. After Promptly after the Effective Date Date, Parent shall make available to each record holder who, as of the MergerEffective Time, each was a holder of an outstanding certificate representing shares of Tomax Utah Common Stock may, at such stockholder's option, surrender or certificates which immediately prior to the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent Effective Time represented Company Shares (the "EXCHANGE AGENTCertificate" or "Certificates"), a letter of transmittal and each instructions for use in effecting the surrender of the Certificates for payment therefor and conversion thereof. Upon surrender to Parent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate (i) one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the that number of whole shares of the Surviving Corporation's fully paid and nonassessable shares of Parent Common Stock into to which such shares holder of Tomax Utah Company Shares shall have become entitled pursuant to the provisions hereof, (ii) as to any fractional share of Parent Common Stock were converted in Stock, a check representing the Mergercash consideration to which such holder shall have become entitled pursuant hereto, and (iii) any dividend or other distribution to which such holder is entitled pursuant hereto, and the Certificate so surrendered shall forthwith be canceled. The registered owner No interest will be paid or accrued on the books and records cash payable upon the surrender of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsCertificates. If any portion of the consideration to be received upon exchange of a Certificate (whether a certificate for representing shares of the Surviving Corporation's Parent Common Stock or by check representing cash for a fractional share) is to be issued in or paid to a name person other than that the person in which whose name the certificate Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance thereof and payment that the certificate Certificate so surrendered shall be properly endorsed and or otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer exchange shall pay to the Exchange Agent in advance any transfer or other taxes payable required by reason of the issuance of a Certificate or a check representing cash for a fractional share to such new certificate in a name other than that of the registered holder of the certificate surrendered person, or establish established to the satisfaction of the Surviving Corporation Parent that such tax has been paid or that such tax is not payableapplicable. From the Effective Time until surrender in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes only the right to receive the consideration provided in this Agreement of Merger. All payments of respective shares of Parent Common Stock that are made upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been made in full satisfaction of rights pertaining to the Company Shares evidenced by such Certificates.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah MTI California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT")Surviving Corporation, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah MTI California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock into which such shares of Tomax Utah MTI California Common Stock or Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange AgentCorporation, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing shares of Common Stock and Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock MTI California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock MTI Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation MTI Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah CyberDefender California Common Stock may, at such stockholder's holder’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Continental Stock Transfer & Trust Company as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock CyberDefender California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock ’s capital stock into which such shares of Tomax Utah Common Stock CyberDefender California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock CyberDefender California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ’s stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah I-Flow California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act American Stock Transfer & Trust Company as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of I-Flow California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah I-Flow California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah I-Flow California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock I-Flow California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock I-Flow Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to I-Flow Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation I-Flow Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each ------------------------ holder of an outstanding certificate representing shares of Tomax Utah NASSDA-California Common Stock may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah NASSDA-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah NASSDA-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock NASSDA-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding certificate or certificates theretofore representing shares Outstanding Bancard Shares (other than Dissenting Bancard Shares as to which dissenters rights have not been withdrawn or otherwise forfeited under the CBCA) upon surrender thereof, together with a completed letter of Tomax Utah Common Stock maytransmittal, at such stockholder's optionto Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, surrender PLLC (the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act "Exchange Agent"), as exchange agent (the "EXCHANGE AGENT")for PMT, and each such holder shall be entitled to receive in exchange therefor any payment due in lieu of fractional shares and a certificate or certificates representing the number of whole shares of the Surviving Corporation's PMT Common Stock into which the surrendered shares such holders' Outstanding Bancard Shares were converted as herein providedin a manner reasonably satisfactory to Bancard. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Outstanding Bancard Shares shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's PMT Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate Outstanding Bancard Shares theretofore represented shall have been surrendered for transfer converted. PMT may, at its option, refuse to pay any dividend or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendsdistribution, if any, payable to the holders of shares of PMT Common Stock to the holders of certificates representing Outstanding Bancard Shares until such certificates are surrendered for exchange, provided, however, that, subject to the rights of PMT under its charter, upon surrender and exchange of such Bancard certificates there shall be paid to the record holders of the PMT stock certificate or certificates issued in exchange therefor the amount, without interest, of dividends and other distributions, if any, which have become payable with respect to the restrictions on transferability as the certificates number of Tomax Utah whole shares of PMT Common Stock so into which the Outstanding Bancard Shares theretofore represented thereby shall have been converted and given in exchange thereforwhich have not previously been paid. Under the terms of its credit agreements, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If PMT has agreed not to pay any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payablecash dividends.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah TouchStone California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Manufacturers Hanover Trust Company, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah TouchStone California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah TouchStone California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock TouchStone California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock TouchStone Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation TouchStone Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Linear California Common Stock may, at such stockholder's option, but need not, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act transfer agent for the Linear California Common Stock, as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Linear California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Linear California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Linear California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Linear Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Linear Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Linear Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After (a) As soon as practicable after the Effective Date Time, Parent will send to each of the Mergerregistered holders of Company Stock Certificates a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to Parent for exchange, each together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, Parent shall deliver to the holder of an outstanding certificate representing shares of Tomax Utah Common such Company Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor Certificate a certificate or certificates representing the number of shares of the Surviving Corporation's Parent Common Stock into which that such holder has the surrendered shares were converted as herein provided. Until so surrenderedright to receive pursuant to Section 1.5, each outstanding certificate theretofore provided that the certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate represent only whole shares of Tomax Utah Parent Common Stock and in lieu of any fractional shares to which such holder would otherwise be entitled, the holder of such Company Stock Certificate shall be deemed for paid in cash an amount equal to the sum of the dollar amount (rounded to the nearest whole cent) determined by multiplying the Average Trading Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder. In the event two or more Company Stock Certificates represent shares of Company Common Stock by any single holder, all purposes to represent calculations respecting the number of whole shares and amount of the Surviving Corporation's Common Stock into which cash to be delivered to such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner holder shall be made based on the books and records aggregate number of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided aboveCompany Stock Certificates. Each certificate representing Common All Company Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock 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 of issuance thereof that the certificate Certificates so surrendered shall be properly endorsed canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and otherwise after the Effective Time, to represent only the right to receive the Merger Consideration in proper form for transferaccordance with this Agreement. If any Company Stock Certificate shall have been lost, that such transfer otherwise be proper stolen or destroyed, Parent may, in its reasonable discretion and that the person requesting such transfer pay as a condition precedent to the Exchange Agent any transfer or other taxes payable by reason of the issuance of any certificate representing Parent Common Stock or the payment of cash in lieu of fractional shares, require the owner of such new certificate lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in a name other than such sum as Parent may reasonably direct) as indemnity against any claim that of the registered holder of the certificate surrendered may be made against Parent or establish to the satisfaction of the Surviving Corporation that with respect to such tax has been paid or is not payableCompany Stock Certificate.

Exchange of Certificates. After (a) Promptly after the Effective Date Time, Capstone shall mail to each record holder, as of the MergerEffective Time, each holder of an outstanding certificate representing or certificates which immediately prior to the Effective Time represented shares of Tomax Utah Common Bevexxx Xxxmon Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENTCertificates")) a form letter of transmittal (which shall specify that delivery shall be effected, and each risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Capstone) and instructions for use in effecting the surrender of the Certificates for exchange thereof. Upon surrender to Capstone of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the that number of shares of the Surviving Corporation's Capstone Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in holder has the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and right to receive dividends under this Article II, and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger Certificate shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable lawsforthwith be canceled. If any certificate for shares of the Surviving Corporation's Capstone Common Stock is are to be issued in to a name person other than that the person in which whose name the certificate Certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof exchange that the certificate Certificate so surrendered shall be properly endorsed and or otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer exchange shall pay to the Exchange Agent any transfer or other taxes payable required by reason of the issuance exchange of such new certificate in the Certificate surrendered to a name person other than that of the registered holder of the certificate surrendered or such person shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payableapplicable. Until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent, for all purposes, the right to receive the Closing Consideration in respect of the number of shares of Bevexxx Xxxmon Stock evidenced by such Certificate, without any interest thereon.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Tollycraft- Minnesota Common Stock may, at such stockholder's option, may be asked to surrender the same for cancellation or transfer to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Tollycraft-Minnesota Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock Stock, respectively, into which such shares of Tomax Utah Tollycraft-Minnesota Common Stock Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Tollycraft-Minnesota so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.. IV. GENERAL 4.1

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah National Superstars Common Stock may, at such stockholder's shareholder’s option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act , as exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah National Superstars Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock into which such shares of Tomax Utah National Superstars Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock National Superstars so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Holdings stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Holdings or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish established to the satisfaction of the Surviving Corporation Holdings that such tax has been paid or is not payable.

Exchange of Certificates. After From and after the Effective Date of the MergerDate, each holder of an outstanding certificate representing which immediately prior to the Effective Date, represented outstanding shares of Tomax Utah the Acquiror's Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent (the "EXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor therefor, upon surrender thereof to Xxxxxxxx Stock Transfer, Inc., the transfer agent of the Surviving Corporation, whose address is 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxx, 00000, a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Corporation into which the surrendered such holder's shares were converted as herein providedconverted. Until so surrendered, each outstanding No holder of a certificate theretofore representing or certificates which immediately prior to the Effective Date represented shares of Tomax Utah the Acquiror's Common Stock shall be deemed entitled to receive any dividend or other distribution from the Surviving Corporation until surrender of such holder's certificate or certificates for all purposes a certificate or certificates representing shares of the Surviving Corporation's Common Stock. Upon such surrender, there shall be paid to represent the holder the amount of any dividends or other distributions (without interest) which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of the Surviving Corporation's Common Stock into which represented by the certificates issued upon such shares surrender. After the Effective Date, there shall be no further registration of Tomax Utah transfers of the Acquiror's Common Stock. If, after the Effective Date, certificates representing the Acquiror's Common Stock were converted in are presented to the Merger. The registered owner on Surviving Corporation, they shall be canceled and exchanged for a certificate representing the books and records number of shares of the Surviving Corporation or into which such pre-merger shares in the Exchange Agent of any such outstanding certificate Acquiror were converted. From and after the Effective Date, the Surviving Corporation shall, until such certificate shall however, be entitled to treat certificates for shares of the Acquiror's Common Stock which have not yet been surrendered for transfer or conversion or otherwise accounted for to exchange as evidencing solely the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and right to receive dividends and other distributions upon the number of shares of Common Stock of the Surviving Corporation into which such pre-merger shares in the Acquiror are to be converted, as represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendscertificates, if any, with respect notwithstanding any failure to the restrictions on transferability as the surrender such certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock is to be issued in a name other than that in which the certificate for shares of the Acquiror's Common Stock surrendered in exchange therefor is registered, it shall be a condition of such issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer issuance shall pay to the Exchange Agent any transfer or other taxes payable tax required by reason of the issuance of certificates for such new certificate shares of Surviving Corporation's Common Stock in a name other than that of the registered holder of the certificate surrendered surrendered, or shall establish to the satisfaction of the Surviving Corporation or its agent that such tax has been paid or is not payableapplicable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Xxxxx California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act American Stock Transfer & Trust Company as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Xxxxx California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Xxxxx California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Xxxxx California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Common Stock Xxxxx Delaware stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Xxxxx Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Xxxxx Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date effective time of the Mergermerger, each holder of an a certificate theretofore evidencing outstanding certificate representing shares draw of Tomax Utah Common Stock maycommon stock of merged company (other than shares held by dissenting stockholders and shares that are automatically canceled as hereinabove provided), at such stockholder's option, upon surrender of the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act as exchange agent Continental Stock Transfer & Trust Company (the "EXCHANGE AGENTTransfer Agent")) or such other agent or agents as shall be appointed by Definition Technologies, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing evidencing the number of full Definition Technologies shares for which the shares of common stock of the Surviving Corporation's Common Stock merged company theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this paragraph 4, together with such warrants as comprise Units. As soon as practicable at the effective time of the merger, the Transfer Agent will send a notice and transmittal form to each holder of as outstanding certificate which immediately prior to the effective time of such merger evidenced shares of common stock of the merged company and which is to be exchanged for Definition Technologies as provided is paragraph 3 hereof, advising such stockholder of the terms of the exchange affected by such merger and the procedure for surrendering to the Transfer Agent (which may appoint forwarding agents) such certificate for exchange into which the surrendered shares were converted as herein providedone or more certificates evidencing Definition Techno1ogies shares. Until so surrendered, each outstanding certificate theretofore representing which, prior to the Effective time of such merger, represented common stock of the merged company (other than shares of Tomax Utah Common Stock shall previously held by dissenting stockholders) will be deemed for all corporate purposes of Definition Technologies to represent evidence ownership of the number of whole full Definition Technologies shares for which the shares of common stock of the Surviving Corporation's Common Stock into merged company represented thereby were exchanged; provided, however, that until such outstanding certificates formerly evidencing common stock of the merged company are so surrendered, no dividend payable to holders of record of Definition Technologies shares as of any date subsequent to the effective time of such merger or any cash in lieu of any fraction of a Definition Technologies share payable pursuant to Section 5 hereof shall be paid to the holder of such outstanding certificates in respect thereof. As soon as practicable after the effective date of each merger, the Transfer Agent will send a notice and transmittal form to each holder of an outstanding certificate of Definition which immediately prior to the effective time of such merger evidenced shares of Tomax Utah Common Stock were converted common stock of Definition, Ltd., as provided in paragraph 3 hereof, advising such stockholder of the Mergerterms of the distribution effected by such merger sad the procedure for receiving from the Transfer Agent (which may appoint forwarding agent) such certificate for one or more certificates evidencing Definition Technologies shares. The registered owner After the effective time of such merger there shall be no further registry of transfers on the books and records of the Surviving Corporation or the Exchange Agent merged company of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legendsmerged company and, if any, with respect a certificate evidencing such shares is presented to the restrictions on transferability as the certificates of Tomax Utah Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registeredDefinition Technologies, it shall be canceled and exchanged for a condition certificate evidencing shares of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payableDefinition Technologies common stock as herein provided.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah Mondavi California Common Stock may, at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time to act Mellon Investor Services as exchange agent (the "EXCHANGE AGENTExchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Mondavi Delaware Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Mondavi California Common Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Mondavi Delaware Common Stock into which such shares of Tomax Utah Mondavi California Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Mondavi Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock Mondavi California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of the Surviving Corporation's Mondavi Delaware Common Stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tomax Utah TeleNav Common Stock may, at such stockholder's option, or TeleNav Preferred Stock may be asked to surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the time an exchange agent, whose name will be delivered to act as holders prior to any requested exchange agent (the "EXCHANGE AGENT"“Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock or Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah TeleNav Common Stock or TeleNav Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock or Preferred Stock, respectively, into which such shares of Tomax Utah TeleNav Common Stock or TeleNav Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Tomax Utah Common Stock TeleNav so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of the Surviving Corporation's Common Stock ’s stock 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 of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.