Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicable. Upon surrender of a Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank appoint ▇▇▇▇▇ Fargo Shareowner Services or trust company another institution reasonably satisfactory to the Company to act as exchange agent Payment Agent in the Merger (the “Exchange Payment Agent”). As soon as practicable Promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Payment Agent (ifor the benefit of the holders of Company Common Stock, subject to Sections 1.5(c) certificates representing and 1.8, the shares of Parent Common Stock issuable cash consideration payable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)1.5. The shares of Parent Common Stock and cash amounts amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.” (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Payment Agent will to mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Payment Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Payment Agent or Parent: (A) subject to Section 1.5(c), (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), 1.5; and (2B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably directcustomary amount) as indemnity against any claim that may be made against the Exchange Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after first anniversary of the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Merger Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fd) Each of the Exchange Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Equity Award such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (ge) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.” 2.9 Amendment to Sections 2.23 and 3.4 of the Merger Agreement. Section 3.4 of the Merger Agreement and the final paragraph of Section 2.23 of the Merger Agreement shall each be amended by replacing the words “(as they relate to the Form S-4 Registration Statement and the Prospectus/Proxy Statement)” with the words “(as they relate to the Proxy Statement)”. 2.10 Amendment to Section 2.24

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable Within 15 business days after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of shares of the Company Common Stock, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.6(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration(plus cash in lieu of fractional shares, as applicableif any, of Parent Common Stock). Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 1.6 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 1.8(b), 1.8 each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to , and, in such case, the contrary contained Exchange Agent will issue in this Agreementexchange for such lost, no stolen or destroyed Company Stock Certificates the shares of Parent Common Stock (or certificates therefor) shall be issued and any cash in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) lieu of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10fractional shares. (dc) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior Parent shall authorize Harr▇▇ ▇▇▇st and Savings Bank, or such other firm as is reasonably acceptable to YieldUP, to serve as exchange agent hereunder (the time "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit or shall cause to be deposited in trust with the Exchange Agent certificates representing the number of whole shares of Parent Common Stock to which the mailing holders of YieldUP Common Stock are entitled pursuant to this Article II, together with cash sufficient to cover the Joint Proxy Statement/Prospectus aggregate Cash Consideration to be paid to holders of record YieldUP Common Stock and to pay for fractional shares then known to Parent (such cash amounts and certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Parent, deliver the number of shares of Company Parent Common Stock entitled and pay the amounts of cash provided for in this Article II out of the Exchange Fund. Additional amounts of cash, if any, needed from time to vote at time by the Company Shareholders MeetingExchange Agent shall be provided by Parent and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by Parent shall select a reputable bank or trust company and YieldUP prior to act as exchange agent in the Merger Effective Time. (the “Exchange Agent”). b) As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing shall mail and otherwise make available to each recordholder of the shares of Parent YieldUP Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent except with respect to such sharesDissenting Shares and shares held by Parent, are referred to collectively Sub, and YieldUP) who, as the “Exchange Fund.” (b) As soon as reasonably practicable after of the Effective TimeTime was a holder of a Certificate, the Exchange Agent will mail to the record holders of Certificates (i) a letter of transmittal (satisfactory in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery substance to Parent) and instructions for its use in effecting the surrender of Company Stock Certificates the Certificate for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to Certificates the Certificate shall pass, only upon proper delivery of such Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicable. Upon surrender of a Certificate to the Exchange Agent for exchange, together with a duly executed and the letter of transmittal and such other documents as may be reasonably required by shall so reflect. Upon surrender to the Exchange Agent or Parent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.,

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) at or prior to the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 at, prior to pay or promptly after the aggregate cash consideration and Effective Time, but in no event later than two (iii2) business days thereafter, cash sufficient to make payments in lieu of fractional shares of Parent Common Stock in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates and uncertificated shares of Company Common Stock (“Uncertificated Shares”) (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Company Stock Certificates or transfer of such Uncertificated Shares to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates and Uncertificated Shares in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate or Uncertificated Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such EXECUTION COPY Company Stock Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor a certificate or evidence of shares in book entry form representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate or Uncertificated Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On the Closing Date, to the time extent that the Company shall have delivered a written request to Parent and the relevant Company Stock Certificates have been surrendered for cancellation to Parent no later than five (5) business days prior to the Closing Date and Parent has received a letter of transmittal from the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares relevant holder of Company Common Capital Stock entitled in customary form and containing such customary provisions (as reasonably agreed to vote at by Parent and Company within 10 days after the Company Shareholders Meetingdate of this Agreement), Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) deliver certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 each such holder of record of a Company Stock Certificate that immediately prior to pay the aggregate cash consideration and (iii) cash sufficient Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to make payments in lieu of fractional shares in accordance with Section 1.5(d). The receive shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect pursuant to such shares, are referred to collectively as the “Exchange Fund.” (b) Section 1.5(c). As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent will mail send (or cause to be sent) to the record holders of Company Stock Certificates (other than record holders of Company Stock Certificates as to which certificates representing Parent Common Stock are delivered at Closing) (i) a letter of transmittal in customary form and containing such customary provisions as Parent or its transfer agent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange AgentParent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Company Stock Certificate to the Exchange Agent Parent or its transfer agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) Parent shall cause to be delivered to the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant 1.5(c) rounded up to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate nearest whole number. All Company Stock Certificates so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5accordance with this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common StockStock or the payment of cash in lieu of fractional shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and indemnity and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity to Parent against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (db) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder has the right to receive in the Merger holder, until such holder surrenders such Company Stock Certificate or an appropriate affidavit and bond with respect to any lost, stolen or destroyed Company Stock Certificate, in each case in accordance with this Section 1.8 1.9 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, entitled to receive all such dividends and distributions, without interestdistributions and such cash payment). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fc) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be Parent and the Surviving Corporation are required to be deducted deduct or withheld withhold therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent Parent or the Surviving Corporation is deducting and withholding any such consideration based on any Legal Requirement other than any Legal Requirement under the Code, Parent or the Surviving Corporation, as applicable, shall use its commercially reasonable efforts to notify the Company of the amounts required to be withheld and the Legal Requirement that imposes such withholding obligation at least ten (10) days prior to the date when the applicable withholding shall be made, and in any event shall provide such notification when such withholding is made. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gd) Each certificate representing shares of Parent Common Stock to be issued in accordance with this Agreement shall bear a legend substantially in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO PARENT IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED”. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company Common Stock or to any other Person with respect to for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange the paying agent in connection with the Merger (which will use a local Israeli nationally recognized sub-paying agent reasonably acceptable to the Company (the “Exchange Israeli Paying Agent”)) (the “Paying Agent”). As soon as practicable after of the Effective Time, Parent Alkaloida, TDC and SPH, in the pro rata proportions to their holdings of share capital in the Company, shall deposit with the Exchange Agent have deposited or caused to be deposited with: (i) certificates representing the shares Paying Agent, in trust for the benefit of Parent Common Stock issuable the holders of Company Ordinary Shares (other than Excluded Ordinary Shares) immediately prior to the Effective Time, cash in an amount equal to the aggregate consideration payable pursuant to this Section 11.6‎(a), other than the applicable portion thereof payable to holders of Company 102 Shares; and (ii) $25,000,000 to pay the Section 102 Trustee, the applicable portion of the aggregate cash consideration and (iii) cash sufficient payable to make payments in lieu holders of fractional shares in accordance with Section 1.5(d)Company 102 Shares hereunder. The shares of Parent Common Stock and cash amounts amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Paying Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.” (b) As soon as reasonably practicable after following the Effective Time, Parent, Alkaloida, TDC, SPH and the Exchange Surviving Company will cause the Paying Agent will to mail to the each holder of record holders of Certificates Company Share Certificates: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and that the Company may reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Share Certificates shall be effected, and risk of loss and title to Company Share Certificates shall pass, only upon delivery of such Company Share Certificates to the Exchange Paying Agent); (ii) a request for a tax residency declaration (including any required supporting documents), a Valid Tax Certificate, a duly executed IRS Form W-9 or applicable IRS Form W-8, and any other information necessary for Parent, Alkaloida, TDC, SPH or the Israeli Paying Agent to determine whether any amounts need to be withheld from the consideration payable to such Person pursuant to the terms of the Ordinance (iiin each case, to the extent required by and subject to the terms of the Israeli Tax Ruling, if obtained), the Code or any other provision of U.S. state or local or non-U.S. applicable Legal Requirement; and (iii) instructions for use in effecting the surrender of Company Stock Share Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableMerger Consideration pursuant to such letter of transmittal. Upon surrender of a Company Share Certificate to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the Exchange Paying Agent, Alkaloida, TDC, SPH or Parent or upon receipt by the Paying Agent or Parentof an “agent’s message” in the case of book-entry shares of the Company other than the Excluded Ordinary Shares (“Book-Entry Shares”), (1A) the holder of such Company Share Certificate and/or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration multiplied by the number of whole shares of Parent Common Stock that such holder has Company Ordinary Shares formerly represented by the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 Company Share Certificate and/or Book-Entry Shares (and cash in lieu of less any fractional share of Parent Common Stockapplicable Tax withholding), ; and (2B) the Company Share Certificate and/or Book-Entry Shares so surrendered shall be canceled. If any cash is to be paid to a Person other than the Person in whose name the Company Share Certificate and/or Book-Entry Shares surrendered is registered, it shall be a condition of such payment that the Company Share Certificate and/or Book-Entry Shares so surrendered shall be (in the case of Company Share Certificates) properly endorsed (with such signature guarantees as may be required by the letter of transmittal) or otherwise in proper form for transfer, and that the Person requesting payment shall: (1) pay to the Paying Agent any transfer or other Taxes (including any withholding Tax obligation) required by reason of such payment to a Person other than the registered holder of the Company Share Certificate and/or Book-Entry Shares surrendered; or (2) establish to the full satisfaction of Parent, Alkaloida, TDC and SPH that such tax has been paid or is not required to be paid. The exchange procedures shall comply with such procedures as may be required by the Israeli Tax Ruling (as defined in Section ‎4.4‎(b)) if obtained, and shall permit Parent, Alkaloida, TDC and SPH (after consultation with the Company) to require holders of Company Ordinary Shares to provide any information as is reasonably needed to comply with the Israeli Tax Ruling (or such other forms or declaration as may be required under any applicable Tax law), all in accordance with the withholding rights pursuant to Section ‎1.9. Until surrendered as contemplated by this Section 1.8(b1.8‎(b), each Company Share Certificate and/or Book-Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu an amount equal to the Merger Consideration multiplied by the number of any fractional share of Parent Common Stock) as contemplated Company Ordinary Shares represented by Section 1.5such Company Share Certificate and/or Book-Entry Shares, without interest thereon and subject to withholding Tax. If any Company Stock Share Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Common StockMerger Consideration, require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Paying Agent, Parent or Parent, Alkaloida, TDC, SPH, the Surviving Corporation Company or any affiliated party with respect to such Company Share Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Share Certificates and/or Book-Entry Shares as of the date 180 days nine months after the date on which the Merger becomes effective Closing Date shall be delivered by the Paying Agent to Parent Alkaloida, TDC or SPH (as shall be instructed by Parent) upon demand, and any holders of Company Share Certificates and/or Book-Entry Shares who have not theretofore surrendered their Company Share Certificates in accordance with this Section 1.7 ‎1.8 shall thereafter look only to Parent Parent, Alkaloida, TDC or SPH for satisfaction of their claims for Parent Common Stock, Cash Merger Consideration, cash in lieu of fractional shares of Parent Common Stock and without any dividends or distributions with respect to Parent Common Stockinterest thereon. (fd) Each None of the Exchange Paying Agent, Parent and Parent, Alkaloida, TDC, SPH or the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Ordinary Shares or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. (e) Notwithstanding anything herein to the contrary, any Merger Consideration, payable in respect of Company 102 Shares shall be transferred to the Section 102 Trustee, for the benefit of the beneficial owners thereof, and be released by the Section 102 Trustee to the beneficial owners of such Company 102 Shares in accordance with the requirements of Section 102 of the Ordinance (including prior to Amendment No. 132 to the Ordinance) and any ruling obtained from the ITA, if obtained.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company The Bank of New York, N.A. to act as exchange agent in the Merger (the “Exchange Agent”"EXCHANGE AGENT"). As soon as practicable after Immediately prior to the Effective Time, Parent shall deposit with the Exchange Agent in trust (ipending the Effective Time) certificates representing for the benefit of the holders of Company Stock Certificates immediately available funds in an amount not less than the amount necessary to make the payments for the shares of Parent the Company Common Stock issuable pursuant to this contemplated by Section 11.5(a)(ii) (such amount, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d"EXCHANGE FUND"). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableaggregate Price Per Share relating thereto. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive from the Exchange Fund in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant an amount in cash, without interest, equal to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)Price Per Share relating thereto, and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) the aggregate Price Per Share relating thereto as contemplated by Section 1.51.5(a)(ii). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common Stockthe aggregate Price Per Share relating thereto, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockthe aggregate Price Per Share relating thereto. (fd) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (ge) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares portion of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, the Exchange Fund delivered to any public official Governmental Body pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon promptly as practicable after the Effective Time (but in any event within sixty (60) days following the Effective Time), Parent shall deposit with the Exchange Agent shall: (i) certificates representing cause the shares of Parent Common Stock issuable pursuant to this Section 1, 1.5(a)(i) to be issued in book-entry form; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent Parent will mail or otherwise provide to the Persons who were record holders of Company Share Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates immediately prior to the Exchange Agent), and (ii) Effective Time instructions for use in effecting the surrender of Company Stock Share Certificates in exchange for certificates cash in respect of fractional shares pursuant to Section 1.5(c), if any, and book-entry shares representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Share Certificate to the Exchange Agent Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Share Certificate shall be entitled to receive in exchange therefor a certificate therefor, book-entry shares representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 1.5(a)(i) (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(c), ); and (2B) the Company Share Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock and/or Cash Consideration pursuant to the provisions of Section 1.5(a)(i) (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Stock pursuant to Section 1.51.5(c)). If any Company Stock Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any cash or the issuance of any certificate book-entry shares representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate lost affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Share Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Share Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Share Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates who have not surrendered their Company Share Certificates in accordance with this Section 1.7 as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for shares of Parent Common Stock, Cash ConsiderationStock pursuant to the provisions of Section 1.5(a)(i), cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.5(c) and any dividends or distributions with respect to shares of Parent Common Stock. (fe) Each Subject to applicable law, each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax non-U.S. Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to or deposited with the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall take commercially reasonable efforts to reduce or eliminate any required withholding. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Share Capital or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior No later than 10 business days prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “"EXCHANGE AGENT") to the extent that such Exchange Agent”)Agent is different than the exchange agent named in the letter of transmittal sent to the stockholders of the Company in connection with the Offer. As soon as practicable Within 5 business days after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 11 (other than Shares purchased pursuant to the Offer which shall have been paid for in accordance with Section 1.1 of this Agreement), and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.8(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund"EXCHANGE FUND.”" (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration(plus cash in lieu of fractional shares, as applicableif any, of Parent Common Stock). Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 1.8 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 1.8(b)1.10, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to , and, in such case, the contrary contained Exchange Agent will issue in this Agreementexchange for such lost, no stolen or destroyed Company Stock Certificates the shares of Parent Common Stock (or certificates therefor) shall be issued and any cash in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) lieu of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10fractional shares. (dc) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.10 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 1.10 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable after Prior to the Effective Time, Parent shall deposit issue and cause to be deposited with the Exchange Agent Agent: (i) certificates representing the non-certificated shares of Parent Common Stock represented by book entry issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing non-certificated shares of Parent Common Stock and/or the Cash Consideration, as applicablein book entry form. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c), ); and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51.5 and any dividends or other distributions pursuant to Section 1.7(c). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver post a bond (bond, in such sum reasonable and customary amount as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, required to be delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingEffective Time, Parent shall select appoint a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable Parent shall issue and cause to be deposited with the Exchange Agent (by instruction to Parent's transfer agent), promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 13.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), and (ii) $25,000,000 to pay including the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with covered by Section 1.5(d3.1(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable after the Effective Time, the Parent shall cause the Exchange Agent will to mail to the record holders of Certificates Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such the Company Stock Certificates to the Exchange AgentAgent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock and/or (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Cash ConsiderationEffective Time, as applicableand any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 3.1 (and cash in lieu of any fractional share of Parent Common StockStock payable in accordance with Section 3.1(c), and (2) the ). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)3.3, each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common StockStock payable in accordance with Section 3.1(c)) as contemplated by Section 1.53.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen stolen, or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Parent, or the Surviving Corporation Entity with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 1.8 3.3 (at which time such holder shall be entitled, subject to the effect of applicable escheat law or similar lawsLaw, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund or the Fractional Shares Trust that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date 180 days one year after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 3.3 shall thereafter look only to Parent the Surviving Entity for satisfaction of their claims for Parent Common Stock, Cash Consideration, Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (fe) Each of the Exchange Agent, Parent Parent, and the Surviving Corporation Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under the Code or any provision of state, United States state or local Tax Law or foreign tax law non-United States Tax Law or under any other applicable Legal RequirementLaw. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on behalf of the recipient. (gf) Neither Parent nor None of Parent, Merger Sub, the Company, the Surviving Corporation Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal RequirementLaw. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior On the third Business Day following the Satisfaction Date, Parent shall make available, by transferring to the time Paying Agent the Company Equity Consideration (other than the Founder Amalgamation Stock Consideration) and the Aggregate Redemption Amount (such aggregate cash amount, the “Paying Agent Fund”). If the Satisfaction Date occurs prior to April 1, 2014, the calculation of the mailing amount of the Joint Proxy Statement/Prospectus Paying Agent Fund shall be based on the Company’s reasonable estimate of the Company Equity Consideration and Aggregate Redemption Amount assuming a Closing Date of April 1, 2014; and if, on the Closing Date, the final calculation of the Paying Agent Fund is greater than the amount originally transferred to the Paying Agent, Parent shall transfer such difference to the Paying Agent immediately prior to the Effective Time, or if the final calculation of the Paying Agent Fund is less than the amount originally transferred to the Paying Agent, Parent and the Securityholders’ Representative shall deliver joint written instructions to the Paying Agent instructing the Paying Agent to transfer such difference to the Parent immediately prior to the Effective Time. The Paying Agent shall hold the Paying Agent Fund in a non-interest-bearing account and deliver such funds in accordance with the terms hereof and the terms of a Paying Agency Agreement to be entered into by and among the Paying Agent, Parent and the Securityholders’ Representative (the “Paying Agency Agreement”). Immediately prior to the Effective Time, Parent and Securityholders’ Representative shall deliver joint written instructions to the Paying Agent instructing the Paying Agent to. subject to and pursuant to Section 3.6(c), deliver the Paying Agent Fund to the applicable Company Securityholders in accordance with the terms of this Agreement (provided, however, in lieu of instructing the Paying Agent to pay the amounts required to be paid to holders of record In-the-Money Company Options and Company RSUs pursuant to Section 3.1(b)(i) and Section 3.1(c), respectively, Parent and Securityholders’ Representative shall jointly instruct the Paying Agent to fund such amount to the Amalgamated Company or any of shares of Company Common Stock entitled to vote its Subsidiaries or designees at the Closing for payment of such amount to be made by the Amalgamated Company Shareholders Meetingor such Subsidiaries or designees promptly following the Closing, Parent but in no event shall select a reputable bank such payment be made to holders of In-the-Money Company Options and Company RSUs later than the first regularly scheduled payroll following the date such payment is received by the Amalgamated Company or trust company to act as exchange agent in such Subsidiaries or designees from the Merger (the “Exchange Paying Agent”). As soon as practicable after All fees and expenses of the Paying Agent shall be shared equally by Parent and the Company. At the Effective Time, Parent shall deposit with deliver to the Exchange Agent (i) certificates representing Founders the applicable Founder Amalgamation Stock Consideration through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Founders to Parent prior to the Closing Date; provided that the Founder Amalgamation Stock Consideration that is in the form of Parent Common Series B Non-Voting Preferred Stock issuable pursuant shall be transferred to this Section 1, and (ii) $25,000,000 to pay First Reserve at the aggregate cash consideration and (iii) cash sufficient to make payments in lieu Effective Time via physical delivery of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fundshare certificates.” (b) As soon as reasonably practicable after Subject to receipt by the Paying Agent and Parent of sufficient information from the Company to satisfy such obligations, the Paying Agent shall promptly mail or cause to be mailed to each record holder (other than the Company) of a certificate or certificates which, immediately prior to the Effective Time, represented issued and outstanding Company Capital Shares except for shares to be cancelled pursuant to Section 3.1(a)(iii) and Section 3.4 (the Exchange Agent will mail “Share Certificates”), and to each holder of an agreement evidencing any In-the-Money Company Options (including the record holders of Certificates relevant grant notices), Company RSUs (iincluding the relevant grant notices) or Company Warrants (collectively, the “Share Agreements”), a form letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming specifying that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Share Certificates and Share Agreements shall pass, only upon proper delivery of such the Share Certificates and Share Agreements to the Exchange Paying Agent), and (ii) instructions for use in effecting the surrender of Company Stock the Share Certificates and the Share Agreements in exchange for certificates representing Parent Common Stock and/or payment therefor. (c) At or after the Cash ConsiderationEffective Time, as applicable. Upon surrender each holder of a Certificate Share Certificate, and each holder of a Share Agreement, in each case outstanding immediately prior to the Exchange Effective Time, may surrender such Share Certificate or Share Agreement to the Paying Agent, and, subject to the provisions of this Section 3.6 and Section 3.9, the Paying Agent shall promptly deliver or cause to be delivered to such holder a check or wire transfer in an amount equal to the amount to which such holder is entitled pursuant to Section 3.1, except to the extent the Amalgamated Company or any of its Subsidiaries or designees will pay such amounts directly to holders of In-the-Money Options and Company RSUs as contemplated by Section 3.6(a). Notwithstanding the foregoing, with respect to any Unvested Company RSUs, the Amalgamated Company shall provide to each holder thereof an award representing the right to receive the cash payment contemplated by Section 3.1(b)(ii) rather than any cash payment provided for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by in the Exchange Agent or Parent, (1) prior sentence. In no event shall the holder of any such Certificate shall surrendered Share Certificates or Share Agreements be entitled to receive interest on any of the funds to be received in exchange therefor a certificate representing the number Amalgamation. (d) Until so surrendered, each outstanding Share Certificate and each outstanding Share Agreement, in each case immediately prior to the Effective Time, shall not be transferable on the books of whole shares of the Amalgamated Company or Parent Common Stock after the Effective Time, but shall be deemed for all purposes to evidence only the right to receive the applicable consideration set forth in Section 3.1 that such holder has the right holders are entitled to receive pursuant to the provisions terms of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such CertificateAgreement. (ce) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate entitled to any Person who may be an “affiliate” (as that term is used in Rule 145 under have remitted to it from the Securities Act) of consideration deposited with the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate Paying Agent in accordance with this Section 1.8 3.6 an amount equal to the aggregate Founder Per Share Amalgamation Closing Consideration or Management Per Share Amalgamation Closing Consideration (at as applicable) otherwise payable to any Dissenting Shareholder pursuant to this Agreement in respect of such Dissenting Shareholder’s Dissenting Shares; provided, however, that Parent shall transfer to the Paying Agent an amount equal to the aggregate Founder Per Share Amalgamation Closing Consideration or Management Per Share Amalgamation Closing Consideration (as applicable) payable to any Dissenting Shareholder pursuant to this Agreement in respect of such Dissenting Shareholder’s Company Capital Shares that no longer constitute Dissenting Shares, which time such holder consideration shall be entitled, subject paid to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates Dissenting Shareholder in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockAgreement. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable Within five (5) business days after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The 1.5(c) (such cash and shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto, are being referred to collectively as the “Exchange Fund”).” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing therefore the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)Merger Consideration, and (2B) the Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)1.7. (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days one (1) year after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates to the Exchange Agent in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect the Merger Consideration to Parent Common Stockwhich such holder is entitled pursuant hereto. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to any public official pursuant to in compliance with any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange paying agent in the Merger (the “Exchange Paying Agent”) and shall enter into an agreement reasonably acceptable to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. At the Closing, Parent shall cause to be deposited with the Paying Agent cash sufficient to make payments of the Cash Consideration and the Preferred Stock Merger Consideration in accordance with Section 1.8(a)(iii). As soon The cash amount so deposited with the Paying Agent is referred to as practicable the “Payment Fund.” (b) Promptly after the Effective Time, Parent shall deposit with cause the Exchange Paying Agent (i) certificates representing to mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time whose shares of Parent Common were converted into the right to receive the Offer Price and the Preferred Stock issuable pursuant to this Section 1Merger Consideration, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares as applicable, in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Certificates 1.8(a)(iii): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Paying Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common the Offer Price or the Preferred Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 receive, and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 Paying Agent shall (and cash in lieu of any fractional share of Parent Common Stock), and (2) shall cause the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Paying Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at Acceptance Time, Parent and the Company Shareholders Meetingshall, and Parent shall cause the CVR Rights Agent to, authorize, execute and deliver the CVR Agreement. Prior to the Effective Time, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after Prior to the Effective Time, Parent shall deposit issue and cause to be deposited with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 cash in an amount sufficient to pay the aggregate cash consideration Cash Portion of the Merger Consideration payable in connection with the Merger (it being understood and (iii) cash sufficient agreed, for the avoidance of doubt, that Parent shall not be required to make payments in lieu deposit any of fractional shares in accordance the funds related to any CVR with Section 1.5(dthe CVR Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement). The shares of Parent Common Stock and cash amounts so amount deposited pursuant to the immediately preceding sentence with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are is referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the number Exchange Fund to such holder the Cash Portion of whole shares of Parent Common Stock that the Merger Consideration such holder has the right to receive pursuant to the provisions of Section 1.5 and 2.5(a)(iii); (B) the aggregate amount holder of Cash Consideration such Company Stock Certificate or Book Entry Shares shall be identified in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of the CVRs pursuant to the terms of the CVR Agreement as the holder of that number of CVRs such holder has the right to receive pursuant to the provision provisions of Section 1.5 (and cash 2.5(a)(iii), in lieu accordance with the terms of any fractional share of Parent Common Stock)the CVR Agreement, and (2C) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b2.8(b), each Company Stock Certificate and Book Entry Share (other than Dissenting Shares) shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.52.5 and any dividends or other distributions pursuant to Section 2.8(c). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance payment of any certificate representing Parent Common StockMerger Consideration in respect of the shares represented thereby, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver post a bond (bond, in such sum reasonable and customary amount as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 2.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fd) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (ge) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amounts required to be delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior The parties to this Agreement agree: (i) that American Stock Transfer & Trust Company, LLC shall serve, pursuant to the time terms of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as an exchange agent in agreement, as the Merger exchange agent for purposes of this Agreement (the “Exchange Agent”); and (ii) to execute and deliver the exchange agent agreement, in a form reasonably agreeable to the parties, at or prior to the Effective Time. As soon as practicable after Acquiror shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) At or prior to the Effective Time, Parent Acquiror shall deposit with authorize the issuance of and shall make available to the Exchange Agent Agent, for the benefit of the holders of Company Common Stock for exchange in accordance with this Article 2: (i) certificates representing the aggregate number of shares of Parent Acquiror Common Stock issuable deliverable pursuant to this Section 1, 2.1 and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient payable pursuant to make payments Section 2.1 including the amount payable in lieu of fractional shares of Acquiror Common Stock in accordance with Section 1.5(d)2.3. The Such amount of cash and shares of Parent Acquiror Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto paid after the Effective Time, are referred to collectively in this Article 2 as the “Exchange Conversion Fund.” (bc) As soon as reasonably practicable Within five (5) Business Days after the Effective TimeClosing Date, Acquiror shall cause the Exchange Agent will to mail to the each holder of record holders of Certificates one or more certificates representing shares of Company Common Stock (i“Company Stock Certificates”) and a letter of transmittal (“Letter of Transmittal”), in customary a form and containing such provisions as Parent may reasonably specify (including a provision confirming to be agreed by the parties, which specifies, among other things, that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Certificates certificates to the Exchange Agent), and (ii) together with instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicable. pursuant to this Agreement. (d) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent for exchangeAgent, together with a properly completed and duly executed letter Letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or ParentTransmittal, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent his, her or its Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Merger Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and plus cash in lieu of any fractional share shares of Parent Acquiror Common Stock), and (2) Stock in accordance with Section 2.3 deliverable in respect of the Certificate so surrendered shall be canceled. Until surrendered as contemplated shares of Company Common Stock represented by this Section 1.8(b), each such Company Stock Certificate; thereupon such Company Stock Certificate shall forthwith be deemed, from and after cancelled. No interest will be paid or accrued on any portion of the Common Stock Merger Consideration deliverable upon surrender of a Company Stock Certificate. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of Outstanding Company Shares. (f) No dividends or other distributions declared with respect to represent only Acquiror Common Stock and payable to the right holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate until the holder thereof shall surrender such Company Stock Certificate in accordance with this Article 2. Promptly after the surrender of a Company Stock Certificate in accordance with this Article 2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of Parent Acquiror Common Stock and/or Cash into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 2.1. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Acquiror Common Stock into which such holder’s Company Common Stock shall have been converted. (g) Any portion of the Conversion Fund that remains unclaimed by the stockholders of the Company twelve (12) months after the Effective Time shall be paid to the Surviving Entity, or its successors in interest. Any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Entity, or its successors in interest, for issuance and payment of the Common Stock Merger Consideration (and including the payment of cash in lieu of any fractional share shares deliverable in respect of Parent such stockholders’ shares of Company Common Stock), as well as any accrued and unpaid dividends or distributions on shares of such Acquiror Common Stock. Notwithstanding the foregoing, none of the Surviving Entity, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) as contemplated by Section 1.5. If In the event any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver and, if required by the Exchange Agent, the posting by such Person of a bond (in such sum amount as Parent the Exchange Agent may determine is reasonably direct) necessary as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation it with respect to such Company Stock Certificate. (c) Notwithstanding anything to , the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued Exchange Agent will issue in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends lost, stolen or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such destroyed Company Stock Certificate Certificate, and in accordance with this Section 1.8 Article 2, the Common Stock Merger Consideration (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, including cash in lieu of any fractional shares deliverable in respect of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder such stockholders’ shares of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidStock). (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange payment agent in the Merger (the “Exchange Payment Agent”). As soon as practicable Immediately after the Closing but prior to the Effective Time, Parent shall deposit with the Exchange Payment Agent cash sufficient to pay the cash consideration payable to Escrow Participants and former holders of In-the-Money Company Options pursuant to Sections 1.5(a)(ii)(A), 1.5(a)(iii)(A) and 1.6(a)(i), respectively (less the sum of the Working Capital Adjustment Escrow Contribution Amount and the Indemnity Escrow Contribution Amount). The cash amount so deposited with the Payment Agent is referred to as the “Payment Fund.” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent. Any interest or other income resulting from the investment of such funds shall be the property of, and will be paid promptly to, Parent. (b) Upon deposit by Parent (i) certificates representing with the shares Payment Agent of Parent Common Stock issuable the amounts to be deposited into the Payment Fund pursuant to this Section 11.10(a), and (ii) $25,000,000 to pay with the aggregate cash consideration and Escrow Agent of the Indemnity Escrow Contribution Amount, (iii) cash sufficient with the Escrow Agent of the Working Capital Adjustment Escrow Contribution Amount and (iv) with the Stockholders’ Representative of the Stockholders’ Representative Expense Amount, Parent shall be deemed to have satisfied its obligations to make payments in lieu respect of fractional shares in accordance with Section 1.5(d). The shares the Merger, other than (A) the obligation of Parent Common Stock to make payments required by Sections 1.7 and cash amounts so deposited with 1.8 and (B) the Exchange Agentobligation, together with any dividends or distributions received by if any, of Parent to make payments in respect of Dissenting Shares pursuant to Section 1.11 following the Exchange Agent Effective Time. (c) With respect to the Key Stockholders, within three business days prior to the Effective Time, and with respect to such sharesall other Stockholders, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable promptly after the Effective Time, Parent will deliver or cause the Exchange Payment Agent will mail to deliver to the record holders of Certificates Company Stock Certificates: (i) a letter of transmittal in customary form and (a “Letter of Transmittal”) containing such provisions as Parent and the Payment Agent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), Payment Agent and a provision providing for the consent of the holder of such Company Stock Certificate to the appointment of the Stockholders’ Representative as provided for in this Agreement; (ii) an IRS Form W-9 or Form W-8BEN; and (iiiii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, Certificates. (d) As promptly as applicable. Upon practicable following surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly executed letter Letter of transmittal Transmittal and such other documents as may be reasonably required by Parent or the Exchange Agent or ParentPayment Agent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number consideration that such holder has the right to receive pursuant to and subject to the provisions of whole shares of this Section 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, and the Company Stock Certificate so surrendered shall be canceled. To the extent the Payment Agent receives such documents executed by any such holder, together with the Company Stock Certificates held by such holder, Parent Common Stock shall cause the Payment Agent to deliver the consideration that such holder has the right to receive pursuant to the provisions of Section 1.5 and 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, on the aggregate amount day that includes the Effective Time or as soon as practicable thereafter, by wire transfer of Cash Consideration that cash in immediately available funds, to a bank account designated by such holder has in such Letter of Transmittal. If any consideration is to be paid to a Person other than the right to receive pursuant to Person in whose name the provision Company Stock Certificate surrendered is registered, it shall be a condition of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) such payment that the Company Stock Certificate so surrendered shall be canceledproperly endorsed (with such signature guarantees as may be required by the letter of transmittal) or otherwise in proper form for transfer, and that the Person requesting payment shall: (A) pay to the Payment Agent any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of the Company Stock Certificate surrendered; or (B) establish to the satisfaction of Parent that such Tax has been paid or is not required to be paid. Until surrendered as contemplated by this Section 1.8(b)1.10, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares the consideration that the holder thereof has the right to receive pursuant to the provisions of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51 upon such surrender. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance payment of any certificate representing Parent Common Stockconsideration with respect to the shares of Company Capital Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent or the Payment Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Payment Agent, Parent or Parent, the Surviving Corporation or any affiliated party with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) . No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall interest will be paid to or will accrue on any consideration payable upon the holder surrender of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)Certificate. (e) Any portion Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each holder of an In-the-Money Company Option that is outstanding and unexercised immediately prior to the Effective Time: (i) a Letter of Transmittal, including a provision providing for the consent of the Exchange Fund that remains undistributed holder of such In-the-Money Company Option to holders of Certificates as the appointment of the date 180 days after Stockholders’ Representative as provided for in this Agreement; (ii) an IRS Form W-9 or Form W-8BEN; and (iii) instructions for use in effecting the date on which surrender of such In-the-Money Company Option in exchange for the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions consideration payable with respect to such In-the-Money Company Option set forth in Section 1.6. Upon surrender of an In-the-Money Company Option for cancellation to the Payment Agent, together with a duly executed Letter of Transmittal and such other documents as Parent Common Stockor the Payment Agent may reasonably request, the holder of such In-the-Money Company Option shall be entitled to receive in exchange therefore the consideration payable with respect to such In-the-Money Company Option pursuant to and subject to Section 1.6, and such In-the-Money Company Option so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on the consideration payable upon the surrender of any In-the-Money Company Option. (f) Each The aggregate amount of cash that each Person is entitled to receive pursuant to this Section 1 for the Exchange Agent, shares of Company Capital Stock and shares of In-the-Money Company Common Stock subject to In-the-Money Company Options held by such Person shall be rounded to the nearest cent. (g) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Capital Stock or In-the-Money Company Options such amounts as may be are required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gh) Neither Any portion of the Payment Fund that remains undistributed to former holders of Company Capital Stock or In-the-Money Company Options as of the date 180 days after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or In-the-Money Company Options who have not theretofore surrendered their Company Stock Certificates or In-the-Money Company Options in accordance with this Section 1.10 shall thereafter look only to Parent for satisfaction of their claims for their portion of the Payment Fund, without any interest thereon. (i) Notwithstanding anything in this Agreement to the contrary, neither Parent nor the Surviving Corporation shall be liable have any liability to any holder or former holder of Company Common Capital Stock or to In-the-Money Company Options or any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, consideration delivered to any public official in good faith pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. Any amounts remaining unclaimed by former holders of Company Capital Stock or In-the-Money Company Options 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. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a American Stock Transfer & Trust Company or such other reputable bank or trust company reasonably acceptable to the Company to act as exchange paying agent in the Merger (the “Exchange Paying Agent”)) and, in connection therewith, shall enter into an agreement with the Paying Agent in a form reasonably acceptable to the Company. As soon as practicable after Prior to the Effective Time, Parent shall deposit with the Exchange Paying Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make all payments in lieu of fractional shares in accordance with pursuant to Section 1.5(d1.5(a)(iii). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Paying Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon promptly as reasonably practicable (but in no event later than three Business Days) after the Effective Time, the Exchange Surviving Corporation or Parent shall cause the Paying Agent will to mail to each holder of record of a Company Stock Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the record holders of Certificates right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal transmittal, which shall be in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates or Book-Entry Shares shall pass, only upon delivery of such the Company Stock Certificates or transfer of Book-Entry Shares, as the case may be, to the Exchange Paying Agent), and shall otherwise be in such form and have such other provisions as Parent, the Company and the Paying Agent shall reasonably agree, acting reasonably; and (ii) instructions for use in effecting the surrender of the Company Stock Certificates or the transfer of Book-Entry Shares in exchange for certificates representing Parent Common Stock and/or payment of the Cash Per Share Merger Consideration, as applicable. . (c) Upon the surrender of a Certificate Company Stock Certificates or transfer of Book-Entry Shares for cancellation to the Exchange Agent for exchangePaying Agent, together with and upon delivery of a letter of transmittal, duly executed letter of transmittal and such in proper form in accordance with the instructions thereto, and any other documents as may be reasonably required by the Exchange Agent Paying Agent, with respect to such Company Stock Certificates or Parentan agent’s message in the case of a book entry transfer of Book-Entry Shares, (1) the holder of such Certificate Company Stock Certificates or Book-Entry Shares shall be entitled to receive the Per Share Merger Consideration for each Share formerly represented by such Company Stock Certificates and for each Book-Entry Share. Any Company Stock Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in exchange therefor whose name any surrendered Company Stock Certificate is registered, it shall be a certificate representing condition precedent of payment that the number of whole shares of Parent Common Company Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceledproperly endorsed or shall be otherwise in proper form for transfer and shall be accompanied by all documents reasonably required to evidence and effect such transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Company Stock Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Per Share Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered or transferred (as applicable) as contemplated by this Section 1.8(b)hereby, each Company Stock Certificate or Book-Entry Share in respect of Shares converted into the right to receive Per Share Merger Consideration pursuant to Section 1.5(a)(iii) shall be deemed, from and at any time after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the Per Share Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Agreement. (d) The Per Share Merger Consideration paid and issued upon the surrender or transfer (as applicable) of any Company Stock Certificate or Book-Entry Share in accordance with the terms of this Section 1.5. If 1.8 shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Stock Certificate or Book-Entry Share and, in the case of a Company Stock Certificate, the Shares formerly represented by it. (e) Notwithstanding anything to the contrary contained in this Section 1.8, if any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver and, if reasonably required by Parent or the Surviving Corporation (including if reasonably required by the Paying Agent) the posting by such Person of a bond (bond, in such sum reasonable amount as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation it with respect to such Company Stock Certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 1.8(h), Parent) shall deliver, in exchange for such lost, stolen or destroyed Company Stock Certificate, the Per Share Merger Consideration in accordance with Section 1.5. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (ef) Any portion of the Exchange Fund that remains undistributed to holders of Certificates Shares as of the date 180 days after one year anniversary of the date on which the Merger becomes effective Closing Date shall be delivered to Parent upon demand, and any holders of Certificates Shares who have not theretofore surrendered their Certificates Shares in accordance with this Section 1.7 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stockthe Per Share Merger Consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, Cash Considerationto the extent permitted by applicable Law, cash in lieu of fractional shares the property of Parent Common Stock or its designee, free and clear of all claims or interest of any dividends or distributions with respect to Parent Common StockPerson previously entitled thereto. (fg) Each of the Exchange Paying Agent, Parent and the Surviving Corporation Corporation, and any of their agents or Affiliates, as applicable, shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law Tax Law or under any other applicable Legal RequirementLaw. To the extent such amounts are so deducted or withheldwithheld and paid over to the appropriate Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gh) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Shares or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amounts properly delivered to any public official pursuant to any applicable abandoned property lawLaw, escheat law Law or similar Legal RequirementLaw.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Closing Date, Company Common Stock entitled to vote at the Company Shareholders Meeting, and Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable after At the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 11.7, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The 1.5(c) (such cash and shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto, are being referred to collectively as the “"Exchange Fund").” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will shall mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableaggregate Merger Consideration applicable thereto. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as reasonably may be reasonably required by the Exchange Agent or Parent, (1A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Merger Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)applicable thereto, and (2B) the Company Stock Certificate so surrendered shall be immediately canceled. Until Except as provided in Section 1.8, until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the aggregate Merger Consideration (applicable thereto and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent reasonably may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate, and, in such case, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Stock Certificates the aggregate Merger Consideration applicable thereto. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat laws or similar lawsLegal Requirements, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 one hundred eighty (180) days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who theretofore have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 thereafter shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect the Merger Consideration to Parent Common Stockwhich such holder is entitled pursuant hereto. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after ) and shall enter into an agreement reasonably acceptable to the Effective Time, Parent shall deposit Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Agent: (i) certificates representing the non-certificated shares of Parent Common Stock represented by book entry issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 cash sufficient to pay the aggregate cash consideration Cash Consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent will to mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Cash Consideration, non-certificated shares of Parent Common Stock and/or the Cash Considerationin book entry form, as applicableCVRs, and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the amount of Cash Consideration, number of whole shares of Parent Common Stock and CVRs that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c), ); and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive the Cash Consideration, shares of Parent Common Stock and/or Cash Consideration and CVRs (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(c)) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the payment of the Cash Consideration, and issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form and CVRs, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for for, and be entitled to receive from Parent, satisfaction of their claims for the Cash Consideration, Parent Common Stock, Cash ConsiderationCVRs, cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.5(c), and any dividends or distributions with respect to shares of Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (ge) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), any CVRs or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.” 2.3 Amendment to Section 5.3(c) of the Merger Agreement. Section 5.3(c) of the Merger Agreement is hereby deleted and replaced in its entirety with the following:

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable Promptly after the Effective Time, but in no event later than two (2) business days thereafter, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, but in no event later than two (2) business days thereafter, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent Parent, in consultation with the Company, may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or evidence of shares in book entry form representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent in connection with the Merger (the “"Exchange Agent”"). As soon as practicable Promptly after the Effective Time, Parent shall deposit with the Exchange Agent the funds necessary to make the payments contemplated by Section 1.5 (i) certificates representing "Exchange Fund"). For purposes of determining the amount of the Exchange Fund, Parent shall assume that no holder of shares of Parent Company Common Stock issuable pursuant will perfect its right to this appraisal (as described in Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.8). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent will to mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicablepayment therefor. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1x) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing (as promptly as practicable) cash in an amount equal to the product of the number of whole shares of Parent Company Common Stock that represented by such holder has the right to receive pursuant to the provisions of Section 1.5 Company Stock Certificate and the aggregate amount Merger Consideration, without interest thereon, less the required withholding of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)Taxes, and (2y) the each Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.6, each Company Stock Certificate (other than Company Stock Certificates representing Dissenting Shares and shares of Company Common Stock canceled pursuant to Section 1.5(c)) shall be deemed, from and after the Effective Time, to represent only the right to receive shares for each share of Parent Company Common Stock and/or Cash represented thereby the Merger Consideration (and cash in lieu of provided for under this Agreement, without any fractional share of Parent Common Stock) as contemplated by Section 1.5interest thereon. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent Surviving Corporation may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stockthe Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent Surviving Corporation may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything After the Effective Time, there shall be no transfers on the stock transfer books of Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the contrary contained Effective Time. If, after the Effective Time, Company Stock Certificates are presented to Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.101.6. (d) No dividends or other distributions declared or made with respect to Parent From and after the Effective Time, the holders of Company Stock Certificates evidencing ownership of shares of Company Common Stock with a record date after outstanding immediately prior to the Effective Time shall be paid cease to the holder of have any unsurrendered Certificate rights with respect to the such shares of Parent Company Common Stock except as otherwise provided herein or by applicable Law. Such holders shall have no rights, after the Effective Time, with respect to such shares of Company Common Stock except to surrender such certificates in exchange for the Merger Consideration pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holder has holders may have pursuant to Section ▇-▇▇▇-▇▇▇ et seq. of the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)CBCA. (e) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Effective Time occurs shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 1.6 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Merger Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law Tax Law or under any other applicable Legal RequirementLaw. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Notwithstanding anything to the contrary in this Section 1.6, none of the Exchange Agent, Parent nor the or Surviving Corporation shall be liable to any holder or former a holder of a Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or Certificate for any cash amounts, amount properly delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal Requirementlaw. If Company Stock Certificates are not surrendered prior to two years after the date on which the Effective Time occurs, unclaimed funds payable with respect to such Company Stock Certificates shall, to the extent permitted by applicable Law, become the property of Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable Promptly after the Effective TimeTime and in any event within three (3) business days, Parent shall deposit with the Exchange Agent (i) a sufficient number of certificates representing to cover the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(e). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing, Parent shall select a reputable bank or trust company enter into an agreement reasonably acceptable to the Company with the Company’s transfer agent to act as exchange agent for the stockholders of the Company in connection with the Merger (the “Exchange Paying Agent”) and relating to the services to be performed by the Paying Agent thereby. At the Closing, Parent shall cause to be deposited with the Paying Agent cash sufficient to make payments of the Cash Consideration in accordance with Section 1.8(a)(iii). As soon The cash amount so deposited with the Paying Agent is referred to as practicable the “Payment Fund”. The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to Section 1.8(a)(iii), except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Company Common Stock for the Cash Consideration and other amounts contemplated by this Section 1. (b) Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall deposit with cause the Exchange Paying Agent (i) certificates representing to mail to the shares Persons who were record holders of Parent Common Company Stock issuable pursuant Certificates immediately prior to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Certificates : (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Paying Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableOffer Price payable with respect thereto pursuant to Section 1.8(a)(iii). Upon surrender of a Company Stock Certificate to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (1A) the holder of such Company Stock Certificate shall be entitled to receive receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to) in exchange therefor a certificate representing transfer from the number of whole shares of Parent Common Stock Payment Fund to such holder the Offer Price that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), 1.8; and (2B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.10(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) the Offer Price, as contemplated by Section 1.51.8. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance payment of any certificate representing Parent Common Stockthe Offer Price, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity reasonable and customary indemnification obligation, against any claim that may be made against the Exchange Paying Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder of Book-Entry Shares, other than with respect to Excluded Shares and Dissenting Shares, a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 1.8(a)(iii) in respect of such Book Entry Shares, without such holder being required to deliver a Company Stock Certificate or an executed letter of transmittal to the Paying Agent, and such Book Entry Shares shall then be canceled. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 1.10 shall thereafter look only to Parent for for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stockpayment of the Offer Price (subject to abandoned property, Cash Considerationescheat or other similar laws), cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockwithout interest. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gd) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), the Offer Price or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange paying agent in the Merger (the “Exchange Paying Agent”). As soon as practicable Promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Paying Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with the cash consideration payable pursuant to Section 1.5(d1.5 (the “Payment Fund”). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received Payment Fund shall be invested by the Exchange Payment Agent with respect to such shares, are referred to collectively as the “Exchange Funddirected by Parent.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Paying Agent will mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange AgentPaying Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock and/or Merger Consideration. Exchange of any Book Entry Shares shall be effected in accordance with the Cash Consideration, as applicablePaying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate or Book Entry Share to the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Paying Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock cash consideration that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount 1.5, in full satisfaction of Cash Consideration that such holder has the right to receive pursuant all rights pertaining to the provision shares of Section 1.5 (and cash in lieu of any fractional share of Parent Company Common Stock), Stock formerly represented by such Company Stock Certificate; and (2B) the Company Stock Certificate or Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate or Book Entry Share formerly representing such shares is registered if (1) any such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and (2) such holder shall have paid any fiduciary or surety bonds and any transfer or other similar Taxes required by reason of the payment of such Merger Consideration to a Person other than such holder (or shall have established to the reasonable satisfaction of Parent that such bonds and Taxes have been paid or are not applicable). Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Paying Agent may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent or the Paying Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Paying Agent, Parent Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Company Stock Certificates or Book Entry Shares pursuant to the provisions of this Section 1.7. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date that is 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Merger Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fd) Each of the Exchange Paying Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or a Company Equity Award such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (ge) Neither Parent nor If any Company Stock Certificate or Book Entry Share has not been surrendered by the earlier of: (i) the fifth anniversary of the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the cash amount that such Company Stock Certificate or Book Entry Share represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. (f) None of Parent, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to Before the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Effective Time: (i) Parent shall select a reputable bank or trust company (reasonably acceptable to the Company) to act as exchange agent in with respect to the payment of the Merger Consideration (the “Exchange Agent”); and (ii) Parent (or, as applicable, the Company) shall deposit with the Exchange Agent certificates representing the shares of Parent Common Stock, the Aplindore Program Consideration (to the extent already received by the Company) in the event the Aplindore Program is sold by the Company at or before the Effective Time, the Real Estate Consideration (to the extent already received by the Company) in the event the Real Estate is sold by the Company at or before the Effective Time, sufficient to enable the Exchange Agent to make payments pursuant to Section 2.06 and Section 2.09 to the holders of Outstanding Company Shares. As soon as practicable After the Effective Time, Parent shall, if applicable, deposit with the Escrow Agent cash or securities for payment of any dividends or distributions sufficient to enable the Exchange Agent to make payments pursuant to Section 2.10. Such cash amounts deposited with the Exchange Agent shall, pending its disbursement to such holders, be invested by the Exchange Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) money market funds investing solely in a combination of the foregoing. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Parent shall promptly replace any funds deposited with the Exchange Agent lost through any investment made pursuant to this paragraph. (b) Promptly after the Effective Time, Parent shall deposit with cause the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1mail to each Person who was, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after immediately before the Effective Time, the Exchange Agent will mail to the a holder of record holders of Certificates (i) Company Shares a form of letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates representing such Company Shares in exchange for certificates representing payment therefor. Parent Common Stock and/or the Cash Considerationshall ensure that, as applicable. Upon upon surrender of a Certificate to the Exchange Agent for exchangeof each such Company Stock Certificate, together with a duly properly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (1) the holder of such Company Stock Certificate (or, under the circumstances described in Section 2.08(f), the transferee of the Company Shares represented by such Company Stock Certificate) shall be entitled to promptly receive in exchange therefor a certificate representing the number Merger Consideration (including the CVRs and including any cash in lieu of whole fractional shares of Parent Common Stock that to which such holder has the right to receive is entitled pursuant to the provisions of Section 1.5 2.09) and the aggregate amount of Cash Consideration that any dividends or other distributions to which such holder has the right to receive is entitled pursuant to Section 2.10. (c) On or after the provision sixth month anniversary of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, Parent or the Surviving Corporation shall be entitled to represent cause the Exchange Agent to deliver to Parent or the Surviving Corporation any funds made available by Parent to the Exchange Agent which have not been disbursed to holders of Company Shares, and thereafter such holders shall be entitled to look only to Parent and the right Surviving Corporation with respect to receive shares the consideration payable and issuable upon surrender of their Company Shares. (d) Neither the Exchange Agent, Parent Common nor the Surviving Corporation shall be liable to any holder of Company Shares for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. If any Company Stock and/or Cash Certificates shall not have been surrendered on the day immediately before the day that such property is required to be delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement, any such Merger Consideration (in respect thereof shall, to the extent permitted by applicable Legal Requirements, become the property of Parent, free and cash in lieu clear of all claims or interest of any fractional share of Parent Common StockPerson previously entitled thereto. (e) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent maythen, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Certificate in a form reasonably satisfactory to provide Parent (together with an appropriate affidavit and indemnity in form reasonably satisfactory to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Agent or Parent or the Surviving Corporation otherwise with respect to such Certificate. (c) Notwithstanding anything certificate and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct to support such indemnity), Parent shall cause the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued Exchange Agent to pay in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends lost, stolen or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such destroyed Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and Consideration (including any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.09) and any dividends or other distributions with respect to Parent Common Stockwhich such holder is entitled pursuant to Section 2.10. (f) Each In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, the Merger Consideration (including any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.09) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.10 may be paid and issued with respect to such Company Shares to a transferee of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Exchange Agent, accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (g) The Surviving Corporation or Parent shall bear and pay all charges and expenses, including those of the Exchange Agent, Parent and incurred in connection with the exchange of the Company Shares. (h) Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any the consideration otherwise payable or otherwise deliverable pursuant to the Merger or this Agreement to any holder or former holder of Company Common Stock Shares, such amounts as may be Parent, the Surviving Corporation or the Exchange Agent are required to be deducted or withheld therefrom deduct and withhold under the Code or any provision with respect to the making of state, local or foreign tax law or under any other applicable Legal Requirementsuch payment. To the extent such that amounts are so deducted withheld and paid over to the appropriate Tax authority or withheldother Governmental Entity by Parent, the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to holder of Company Shares, in respect of whom such amounts would otherwise have been paid. (g) Neither Parent nor deduction and withholding was made by Parent, the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe Exchange Agent.

Exchange of Certificates. (a) Prior Parent shall appoint an agent (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging certificates which immediately prior to the Effective Time evidenced shares of Company Merger Stock (the “Company Certificates”) for the applicable Closing Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to the Company. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, Parent Certificates representing the Closing Merger Consideration to be exchanged or paid in accordance with this Article II, and Parent shall make available from time to time after the Effective Time as necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares with respect to the mailing Closing Merger Consideration pursuant to Section 2.2(i) and any dividends or distributions to which holders of shares of Company Merger Stock may be entitled pursuant to Section 2.2(c). Parent shall send, or shall cause the Joint Proxy Statement/Prospectus Exchange Agent to holders send, to each holder of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingMerger Stock, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Certificates (i) a letter of transmittal for use in customary such exchange (which shall be in form and containing such provisions as substance reasonably satisfactory to Parent may reasonably and the Company and shall specify (including a provision confirming that the delivery of Company Stock Certificates shall be effected, and risk of loss and title to in respect of the Company Certificates shall pass, only upon proper delivery of such the Company Certificates to the Exchange Agent), ) and (ii) instructions for use in effecting to effect the surrender of the Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash applicable Closing Merger Consideration, as applicable. Upon cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). (b) Each holder of shares of Company Merger Stock that have been converted into a right to receive the Merger Consideration and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c), upon surrender of a Certificate to the Exchange Agent for exchangeof a Company Certificate or Company Certificates, together with a duly executed properly completed letter of transmittal covering such shares and such other documents as may be reasonably required by the Exchange Agent or Parentmay reasonably require, (1) the holder of such Certificate shall be entitled to receive the applicable Merger Consideration payable in exchange therefor a certificate representing the number respect of whole such shares of Parent Common Stock that Company Merger Stock. The holder of such Company Certificate, upon its delivery thereof to the Exchange Agent, shall also receive any dividends or other distributions to which such holder has the right to receive is entitled pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (2.2(c) and cash payable in respect thereof in lieu of any fractional share shares pursuant to Section 2.2(i). Company Certificates surrendered shall forthwith be canceled as of the Effective Time. Until so surrendered, each such Company Certificate, following the Effective Time, shall represent for all purposes only the right to receive the applicable Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). No interest shall be paid or accrued for the benefit of holders of the Company Certificates on cash amounts payable upon the surrender of such Company Certificates pursuant to this Section 2.2. (c) Whenever a dividend or other distribution is declared or made after the date hereof with respect to Parent Class A Common Stock or Parent Common Stock), and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and Stock with a record date after the Effective Time, to represent only the right to receive such declaration shall include a dividend or other distribution in respect of all shares of Parent Class A Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lostas applicable, stolen or destroyed Certificate issuable pursuant to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under including the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) Escrow Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Class A Common Stock or Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Class A Common Stock and Parent Common Stock such holder is entitled to receive until the holder of such Company Certificate shall surrender such Company Certificate in accordance with the provisions of this Section 2.2. Subject to applicable Law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing Parent Class A Common Stock or Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Parent Class A Common Stock or Parent Common Stock. (d) In the event that a transfer of ownership of shares of Company Merger Stock is not registered in the stock transfer books or ledger of the Company, or if any certificate for the applicable Merger Consideration is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance thereof that the Company Certificate or Company Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange shall have paid to the Exchange Agent any transfer or other Taxes required as a result of the issuance of a certificate for Parent Class A Common Stock or Parent Common Stock in any name other than that of the registered holder of such shares of Company Merger Stock, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (e) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, any Company Certificate formerly representing shares of Company Common Stock is presented to the Surviving Entity, it shall be canceled and exchanged for the applicable Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II. (f) None of Parent, MergerCo, the Company or any of their respective Subsidiaries or Affiliates shall be liable to any holder has of shares of Company Merger Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) Each of the right Exchange Agent, the Surviving Entity, Parent and the Escrow Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of shares of Company Merger Stock, and from any cash dividends or other distributions that the holder is entitled to receive in under Section 2.2(c), such amounts as the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of U.S. federal, state or local tax Law or any other non-U.S. tax Law or any other applicable requirement of Law. The Surviving Entity and Parent hereby agree to, and to use commercially reasonable efforts to cause the Exchange Agent and the Escrow Agent to, remit any such amounts to the appropriate Governmental Authority. To the extent that amounts are so withheld by the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent and remitted to the applicable Governmental Authority, such amounts withheld from the Merger until Consideration and such other amounts payable under Section 2.2(c) shall be treated for all purposes of this Agreement as having been received by the holder of the shares of Company Merger Stock in respect of which such deduction and withholding was made by the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent. (h) Any portion of the certificates evidencing the Parent Class A Common Stock, Parent Common Stock, the cash to be paid in respect of fractional shares pursuant to Section 2.2(i), and the cash or other property in respect of dividends or other distributions pursuant to Section 2.2(c) supplied to the Exchange Agent which remains unclaimed by the holders of shares of Company Merger Stock for a period of time longer than twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder surrenders such who has not exchanged his shares of Company Merger Stock Certificate for the applicable Merger Consideration in accordance with this Section 1.8 (at which time such holder shall be entitled, subject 2.2 prior to the effect time of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 demand shall thereafter look only to Parent for satisfaction delivery of their claims for Parent Common Stock, Cash the applicable Merger Consideration, and payment of any cash payable in respect thereof in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(i) and any dividends or distributions with respect to Parent Class A Common StockStock and Parent Common Stock to which they were entitled pursuant to Section 2.2(c), in each case, without interest. (fi) Each No certificates representing a fractional share of the Exchange Agent, Parent and the Surviving Corporation Class A Common Stock or Parent Common Stock shall be entitled to deduct and withhold from issued in exchange for shares of Company Merger Stock upon the surrender for exchange of a Company Certificate. In lieu of any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former such fractional share, each holder of shares of Company Common Merger Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts who would otherwise have been paid. (g) Neither entitled to a fraction of a share of Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Class A Common Stock or to any other Person with respect to any Parent Common Stock upon surrender of Company Certificates for exchange (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.2(j)) shall be paid upon such surrender (and after taking into account and aggregating shares of Parent Class A Common Stock represented by all Company Certificates surrendered by such holder and separately taking into account and aggregating shares of Parent Common Stock represented by all Company Certificates surrendered by such holder) cash (without interest) in an amount equal to the product obtained by multiplying (a) the fractional share interest of Parent Class A Common Stock or Parent Common Stock, as applicable, to which such holder (after taking into account and aggregating all shares of Parent Class A Common Stock or Parent Common Stock, as applicable, represented by all Company Certificates surrendered by such holder) would otherwise be entitled by (b) the Closing Market Price (it being understood that such Closing Market Price shall also be used with respect to any fractional share of Parent Class A Common Stock). In addition, in lieu of the release of any fractional Escrow Share pursuant to the Escrow Agreement, each holder of shares of Company Merger Stock who would otherwise have been entitled to a fraction of an Escrow Share (and after taking into account and aggregating any fractional Escrow Shares to which such holder would otherwise be entitled) shall be paid at such time as the fractional Escrow Share would otherwise have been released to such holder pursuant to the Escrow Agreement a cash payment (without interest) from Parent in an amount equal to the product obtained by multiplying (a) the fractional share interest of an Escrow Share (and after taking into account and aggregating any fractional Escrow Shares to which such holder would otherwise be entitled) to which such holder would otherwise be entitled by (b) the Closing Market Price. Upon payment by Parent for any fractional Escrow Share, such fractional Escrow Share shall be canceled and retired and shall cease to exist. (j) In the event any Company Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the applicable Merger Consideration and any dividends or other distributions with respect thereto), or for any cash amounts, delivered to any public official as may be required pursuant to any applicable abandoned property lawthis Article II in respect of the shares of Company Merger Stock represented by such lost, escheat law stolen or similar Legal Requirementdestroyed Company Certificates.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable The Bank of New York, Parent’s transfer agent or another bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”)) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. As soon as practicable At or promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent will to mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock and/or the Cash ConsiderationStock, as applicablecash in lieu of any fractional shares pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c). Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and 1.5, cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c), ; and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate or Book Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration as contemplated by Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(d) as contemplated by and any dividends or other distributions pursuant to Section 1.51.7(c)). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may and the Company reasonably agree to direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Shares with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and timely paid over to the appropriate Governmental Body, (i) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (ii) Parent, the Exchange Agent or the Surviving Corporation, as the case may be, shall promptly deliver the amounts so deducted or withheld to the applicable taxing or other authority. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after ) and shall enter into an agreement reasonably acceptable to the Effective Time, Parent shall deposit Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Agent: (i) certificates representing the non-certificated shares of Parent Common Stock represented by book entry issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent will to mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing non-certificated shares of Parent Common Stock and/or the Cash Considerationin book entry form, as applicableCVRs, and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock and CVRs that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c), ); and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration and CVRs (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(c)) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form and CVRs, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity reasonable and customary indemnification obligation against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock, Cash ConsiderationCVRs, cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.5(c), and any dividends or distributions with respect to shares of Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (ge) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), any CVRs or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after Prior to the Effective Time, Parent shall deposit issue and cause to be deposited with the Exchange Agent Agent: (i) certificates representing the non-certificated shares of Parent Common Stock represented by book entry issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(e). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing non-certificated shares of Parent Common Stock and/or the Cash Consideration, as applicablein book entry form. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(e) and any dividends or other distributions pursuant to Section 1.7(c), ); and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51.5 and any dividends or other distributions pursuant to Section 1.7(c). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver post a bond (bond, in such sum reasonable and customary amount as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, required to be delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingEffective Time, Parent shall select will appoint a reputable U.S. bank or trust company reasonably acceptable to act as exchange agent in the Merger Company (the “Exchange Agent”). As soon , pursuant to an agreement customary in form and substance, for the purpose of exchanging the Merger Consideration for the Certificates. (b) Prior to or concurrent with the Effective Time, Parent will deposit, or will cause to be deposited, with the Exchange Agent, in trust for the benefit of holders of the Shares, cash in U.S. dollars in an amount sufficient to pay the aggregate Merger Consideration to which holders of Shares will be entitled at the Effective Time pursuant to this Agreement (such cash, and any additional cash deposited pursuant to Section 3.2(h), being hereinafter referred to as practicable the “Exchange Fund”). (c) Promptly, and in any event within two Business Days after the Effective Time, Parent shall deposit with will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (i) certificates representing the shares “Letter of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(dTransmittal”). The shares Letter of Parent Common Stock Transmittal will be in a form mutually agreed upon by Parent, the Company and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by and will specify that the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent delivery will mail to the record holders of Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of such the Certificates to the Exchange Agent). (d) Each holder of Shares that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer, the Merger Consideration in respect of the Shares represented by a Certificate. Until so surrendered or transferred, as the case may be, each such Certificate will represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (e) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition to such payment that (i) either such Certificate is properly endorsed or otherwise in proper form for transfer or, if uncertificated, is properly transferred and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicable. Upon surrender of a Certificate Person requesting such payment will pay to the Exchange Agent for exchangeany transfer, together with documentary, stamp or similar taxes required as a duly executed letter result of transmittal and such payment to a Person other documents as may be reasonably required by than the Exchange Agent or Parent, (1) the registered holder of such Certificate shall be entitled or establish to receive in exchange therefor a certificate representing the number satisfaction of whole shares of Parent Common Stock the Exchange Agent that such holder tax has been paid or is not payable. (f) After the right to receive pursuant to the provisions Effective Time, there will be no further registration of Section 1.5 and the aggregate amount transfers of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)Shares. If, and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, Certificates are presented to represent the Surviving Corporation or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article III. (g) Any portion of the Exchange Fund that remains unclaimed by the holders of Shares 180 days after the Effective Time will be returned to Parent, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this Section 3.2 prior to that time will thereafter look only to Parent for payment of the right Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent will not be liable to receive shares any holder of Parent Common Stock and/or Cash Consideration Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. (and h) The Exchange Agent will invest any cash in lieu the Exchange Fund as directed by Parent; provided, however, that any investment of such cash will in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $25 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon will affect the amounts payable pursuant to this Agreement. Any interest and other income resulting from such investments will be paid to Parent. In the event that the Exchange Fund is insufficient to make the payments contemplated by this Agreement, Parent will, or will cause the Surviving Corporation, promptly to deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. The Exchange Fund will not be used for any purpose not expressly provided for in this Agreement. (i) Each of the Exchange Agent, Parent, Merger Sub and the Surviving Corporation and their respective agents will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer or under this Agreement to any holder of Shares, and any amounts payable as described under Section 3.3, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of applicable Federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts will be treated for all purposes of this Agreement as having been paid to the holder of Shares, Company Stock Options, Company Stock-Based Awards or Company Units, as applicable, in respect of which such deduction and withholding were made. (j) In the case of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have that has been lost, stolen or destroyed, Parent may, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver and, if required by the Surviving Corporation, the posting by such Person of a bond (in such sum as Parent may reasonably direct) customary amount as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation it with respect to such Certificate. (c) Notwithstanding anything to , the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued Exchange Agent will issue in exchange for any such lost, stolen or destroyed Certificate to any Person who may be an “affiliate” (as that term is used a check in Rule 145 under the Securities Act) amount of the Company until number of Shares represented by such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated lost, stolen or destroyed Certificate multiplied by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)Consideration. (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II, through the Exchange Agent, (i) certificates representing the shares of Parent Common Stock issuable pursuant (which shall be in uncertificated book-entry form) representing the full number of shares of Parent Common Stock necessary to this Section 1, pay the aggregate Per Share Stock Consideration and (ii) $25,000,000 all of the cash necessary to pay the aggregate cash consideration aggregated Per Share Cash Consideration, and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.3(c) (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The such shares of Parent Common Stock and cash amounts so deposited with provided to the Exchange Agent, together with any dividends or other distributions received by the Exchange Agent with respect to such sharesthereto, are being hereinafter referred to collectively as the “Exchange Fund”). The Exchange Agent shall deliver the Parent Common Stock and cash contemplated to be issued pursuant to Section 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose.” (b) As Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days following the Effective Time), to each holder of record of a Certificate whose shares of Company Common Stock were converted into the Exchange Agent will mail right to receive the record holders of Certificates Merger Consideration pursuant to Section 2.1(c), (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such the Certificates to the Exchange Agent), Agent and shall be in customary form as prepared by Parent and reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates (or duly executed affidavit of loss in lieu thereof) in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Certificate (or duly executed affidavit of loss in lieu thereof) for cancellation to the Exchange Agent for exchangeor to such other agent or agents as may be appointed by Parent (and reasonably acceptable to the Company), together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the amount of cash and the number of whole shares of Parent Common Stock (which shall be in uncertificated book-entry form) which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration and cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.3(e), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Any holder of any Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(c) shall not be required to deliver a Certificate or an executed letter of transmittal or any other deliverables to the Exchange Agent to receive the Merger Consideration. In lieu thereof, each holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver, as soon as reasonably practicable after the Effective Time, the applicable Merger Consideration pursuant to the provisions of this Article II, including any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.3(e), and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(c), and the Book-Entry Share so exchanged shall be forthwith cancelled. (c) No dividends or other distributions declared or paid with a record date after the Effective Time with respect to the Parent Common Stock shall be paid to the holder of any unsurrendered Certificate of Book-Entry Share until the holders of such Certificate or Book-Entry Shares shall surrender such Certificate or Book-Entry Shares in accordance with Section 2.3(b). Subject to applicable Law, following surrender of any Certificate formerly representing shares of Company Common Stock (or affidavit of loss in lieu thereof) or conversion of Book-Entry Shares pursuant to Section 2.3(b), there shall be paid to the provisions holder of Section 1.5 and the aggregate shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender or delivery, as the case may be, the amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and any cash payable in lieu of any a fractional share of Parent Common Stock)Stock to which such holder is entitled pursuant to Section 2.3(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender or delivery, as the case may be, and a payment date subsequent to such surrender or delivery payable with respect to such whole shares of Parent Common Stock. (2d) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.3, each Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash the applicable Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If this Agreement and any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect payable pursuant to Parent Common Stock with a record date after Section 2.3(c). After the Effective Time there shall be paid to no further registration of transfers on the holder stock transfer books of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid that were outstanding immediately prior to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor Effective Time. If, after the Surviving Corporation shall be liable to Effective Time, any holder or former holder Certificates formerly representing shares of Company Common Stock are presented to the Surviving Company or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or the Exchange Agent for any cash amountsreason, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthey shall be cancelled and exchanged as provided in this Article II.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingMailing Date, Parent shall select a reputable bank or trust company to act as appoint an exchange agent in reasonably acceptable to the Merger Company (the “Exchange Agent”)) for the purpose of exchanging Certificates for the Merger Consideration. As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, but in no event more than five (5) Business Days following the Effective Time, Parent will send, or will cause the Exchange Agent will mail to send, to each holder of record of shares of Company Common Stock as of the Effective Time (and, to the record holders extent commercially practicable, to make available for collection by hand if so elected by such holder of Certificates (i) record), whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1 and Section 2.2, a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that the delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent)) in such form as the Company and Parent may reasonably agree, and (ii) including instructions for use in effecting the surrender of Company Stock Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for certificates the Merger Consideration. (b) At or prior to the Effective Time, Parent shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of the Company Common Stock, Parent Common Shares (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 2.1, Section 2.2 and Section 2.4, payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of this Article II. Following the Effective Time, Parent agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.3(f). All cash and book-entry shares representing Parent Common Shares deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued pursuant to Section 2.1, Section 2.2 and Section 2.4 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that no such investment or losses thereon shall affect the Merger Consideration payable to holders of shares of Company Common Stock and/or the Cash Consideration, as applicable. Upon surrender entitled to receive such consideration or cash in lieu of a Certificate fractional interests and Parent shall promptly cause to be provided additional funds to the Exchange Agent for exchangethe benefit of holders of shares of Company Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent. (c) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (1) the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing (i) the number of Parent Common Shares (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole shares number of Parent Common Stock Shares, if any, that such holder has the right to receive pursuant to and/or (ii) a check in the provisions of Section 1.5 and the aggregate amount of Cash Consideration amount, if any, that such holder has the right to receive receive, including cash payable in lieu of fractional shares pursuant to Section 2.4 and dividends and other distributions payable pursuant to Section 2.3(f) (less any required Tax withholding), pursuant to Section 2.1, Section 2.2 and this Article II. The Merger Consideration shall be paid as promptly as practicable (by mail or, to the provision extent commercially practicable, made available for collection by hand if so elected by the surrendering holder of Section 1.5 (a Certificate) after receipt by the Exchange Agent of the Certificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any fractional share unpaid dividends and distributions payable to holders of Parent Common Stock)Certificates. Until so surrendered, and each such Certificate shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration. (2d) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate so surrendered is registered, it shall be canceleda condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered as contemplated by this Section 1.8(b)Certificate is registered, each it shall be a condition to the registration thereof that the surrendered Certificate shall be deemedproperly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (e) After the Effective Time, from there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, to represent only the right to receive holders of Certificates representing shares of Parent Company Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition outstanding immediately prior to the issuance of Effective Time shall cease to have any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation rights with respect to such Certificateshares of Company Common Stock except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates are presented to the Exchange Agent or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth in this Article II. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (df) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after Shares issued in the Effective Time Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger Certificates until such holder surrenders such Company Stock Certificate Certificates are surrendered as provided in accordance with this Section 1.8 (at which time 2.3. Following such holder shall be entitledsurrender, subject to the effect of escheat, Tax or other applicable escheat or similar lawsLaw, to receive all such dividends and distributionsthere shall be paid, without interest). (e) Any portion , to the record holder of the Exchange Fund that remains undistributed Parent Common Shares, if any, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such Parent Common Shares with a record date after the Effective Time and a payment date on or prior to holders of Certificates as of the date 180 days of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Parent Common Shares with a record date after the Effective Time but with a payment date on which the Merger becomes effective shall be delivered subsequent to Parent upon demand, and any holders such surrender. For purposes of Certificates who have not theretofore surrendered their Certificates dividends or other distributions in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares respect of Parent Common Stock and any dividends or distributions with respect to Shares, all Parent Common Stock. (f) Each of Shares to be issued pursuant to the Exchange Agent, Parent and the Surviving Corporation Merger shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable dividends pursuant to this Agreement to any holder or former holder the immediately preceding sentence as if issued and outstanding as of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidEffective Time. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingAmerican Securities Transfer & Trust, Parent shall select a Inc. or such other reputable bank or trust company selected by Parent (and reasonably acceptable to the Company) prior to the Closing Date shall act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 the certificates representing the shares of Parent Preferred Stock issuable pursuant to pay the aggregate cash consideration this Section 1, and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or or Parent Preferred Stock (as the Cash Consideration, as applicablecase may be). Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock or Parent Preferred Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.9(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) or Parent Preferred Stock (and cash in lieu of any fractional share of Parent Preferred Stock), as the case may be, as contemplated by Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock or Parent Preferred Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock or Parent Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that or Parent Preferred Stock which such holder has the right to receive in the Merger upon surrender thereof until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.9 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 1.9 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock or Parent Preferred Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common or Parent Preferred Stock and any dividends or distributions with respect to Parent Common Stock or Parent Preferred Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Preferred Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or Company Preferred Stock or to any other Person with respect to any shares of Parent Common Stock or Parent Preferred Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company arrange for its transfer agent to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after Prior to the Effective Time, Parent shall deposit issue and cause to be deposited with the Exchange Agent Agent: (i) certificates representing the non-certificated shares of Parent Common Stock represented by book entry issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing non-certificated shares of Parent Common Stock and/or the Cash Consideration, as applicablein book entry form. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor a certificate representing transfer from the Exchange Fund to such holder the number of whole shares of Parent Common Stock (which shares shall be certificated and bear an appropriate legend to the effect that such shares have not been registered under the Securities Act and are therefore subject to restrictions on transfer) that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c), ); and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51.5 and any dividends or other distributions pursuant to Section 1.7(c). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing non-certificated shares of Parent Common StockStock in book entry form, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver indemnification obligation and/or post a bond (bond, in such sum reasonable and customary amount as Parent may reasonably direct) , as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Capital Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Exchange Agent, Parent and the Surviving Corporation shall use commercially reasonable efforts to reduce or eliminate any such withholding. (f) All transfer, documentary, registration and other such Taxes (including, without limitation, charges for or in connection with the recording of any instrument or document as provided in this Agreement) payable in connection with the Merger and the other transactions contemplated by this Agreement shall be timely paid by Parent. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Capital Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amounts required to be delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingEffective Time, Parent shall select appoint a reputable commercial bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”"EXCHANGE AGENT"). As soon as practicable after At or prior to the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing Agent, in trust for the benefit of holders of shares of Parent Common Stock the Company Stock, the Merger Consideration issuable pursuant to this Section 12.1 in exchange for outstanding shares of Company Stock in the Merger pursuant to Section 2.1. Parent agrees to make available to the Exchange Agent from time to time, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) as needed, cash sufficient to make payments pay cash in lieu of fractional shares in accordance pursuant to Section 2.5 and any dividends and other distributions pursuant to Section 2.4. (b) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of the Company Stock on the records of the Company. From and after the Effective Time, the holders of Certificates representing ownership of the Company Stock outstanding immediately prior to the Effective Time shall cease to have rights with Section 1.5(d)respect to such Company Stock, except as otherwise provided for herein. The shares of Parent Common Stock and cash amounts so deposited with Parent Voting Preferred Stock issuable in the Merger shall be deemed to have been issued at the Effective Time. On or after the Effective Time, any Certificates presented to the Exchange AgentAgent or Parent for any reason shall be converted into the applicable Merger Consideration with respect to the shares of Company Stock formerly represented thereby, together with any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.5 and any dividends or other distributions received by to which the Exchange Agent with respect holders thereof are entitled pursuant to such shares, are referred to collectively as the “Exchange FundSection 2.4 without interest.” (bc) As soon as reasonably practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent will to mail to the each holder of record holders of Certificates a Certificate (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such the Certificates to the Exchange Agent), and which letter shall be in such form and have such other provisions as the Company may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock such Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Certificate to the Exchange Agent for exchange, together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole (A) shares of Parent Common Stock or Parent Voting Preferred Stock, as the case may be, representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1, and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and this Article II, including cash in lieu of any fractional share shares of applicable Parent Common StockStock pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.4 (after giving effect to any required tax withholdings from cash payments), and (2) in each case the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by No interest will be paid or will accrue on any cash payable pursuant to this Article II, including cash payable pursuant to Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration 2.4 or Section 2.5. (and cash in lieu of any fractional share of Parent Common Stockd) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Certificate and the agreement by such Person to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agentit, Parent or the Surviving Corporation or the Exchange Agent with respect to such Certificate. (c) Notwithstanding anything to , the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued Exchange Agent will deliver in exchange for any such lost, stolen or destroyed Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate applicable Merger Consideration with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitledformerly represented thereby, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock Stock, and any unpaid dividends or and distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any on shares of Parent Common Stock (or dividends or distributions with Parent Voting Preferred Stock deliverable in respect thereto)thereof, or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthis Agreement.

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable Promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c), ); and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity indemnification obligation against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and timely paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingAmerican Securities Transfer & Trust, Parent shall select a Inc. or such other reputable bank or trust company selected by Parent (and reasonably acceptable to the Company) prior to the Closing Date shall act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 the certificates representing the shares of Parent Preferred Stock issuable pursuant to pay the aggregate cash consideration this Section 1, and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or or Parent Preferred Stock (as the Cash Consideration, as applicablecase may be). Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock or Parent Preferred Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.9(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) or Parent Preferred Stock (and cash in lieu of any fractional share of Parent Preferred Stock), as the case may be, as contemplated by Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock or Parent Preferred Stock, require the owner of such lostlot, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock or Parent Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that or Parent Preferred Stock which such holder has the right to receive in the Merger upon surrender thereof until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.9 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (ed) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 1.9 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock or Parent Preferred Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common or Parent Preferred Stock and any dividends or distributions with respect to Parent Common Stock or Parent Preferred Stock. (fe) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Preferred Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gf) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or Company Preferred Stock or to any other Person with respect to any shares of Parent Common Stock or Parent Preferred Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable Interwest Transfer Company, Inc., Parent’s transfer agent, or another bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”)) and shall enter into an agreement reasonably acceptable to the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. As soon as practicable At or promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, 1.5; and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares Alternative Cash Consideration in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent will to mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock and/or or, if applicable, the Alternative Cash Consideration, as applicable. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and or, if applicable the aggregate amount of Alternative Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), Consideration; and (2B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate or Book Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51.5 or, if applicable, the Alternative Cash Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may and the Company reasonably agree to direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demandwithin ten (10) days of Parent’s written request therefore, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 1.8 shall thereafter look only to Parent for for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common StockStock or, if applicable, Alternative Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (fd) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and timely paid over to the appropriate Governmental Body, (i) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (ii) Parent, the Exchange Agent or the Surviving Corporation, as the case may be, shall promptly deliver the amounts so deducted or withheld to the applicable taxing or other authority. (ge) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of Effective Time, the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank appoint the Exchange Agent for the purpose of exchanging Certificates. At or trust company prior to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, the Parent shall deposit with the Exchange Agent (i) Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II through the Exchange Agent, cash and certificates representing the shares of Parent Common Stock issuable pursuant to this Section 12.4 in exchange for outstanding shares of Company Common Stock. The Parent agrees to make available to the Exchange Agent on a timely basis as needed, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments pay cash in lieu of fractional shares in accordance with pursuant to Section 1.5(d). The shares of Parent Common Stock 2.5(c) and cash amounts so deposited with the Exchange Agent, together with any dividends or other distributions received by the Exchange Agent with respect payable pursuant to such shares, are referred to collectively as the “Exchange FundSection 2.6.” (b) As soon as reasonably practicable after the Effective Time, the Parent and the Surviving Corporation shall cause the Exchange Agent will to mail to the each holder of record holders of Certificates Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such the Certificates to the Exchange AgentAgent accompanied by a properly executed letter of transmittal and shall be in such form and have such other provisions as the Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for cash and certificates representing shares of Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon the surrender of a Certificate to the Exchange Agent of one or more Certificates for exchangecancellation, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (1) the holder will receive cash and certificates representing that amount of such Certificate shall be entitled to receive in exchange therefor a certificate representing the cash and number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) respect of the aggregate number of such shares of Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after previously represented by the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends Certificates surrendered and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.as

Exchange of Certificates. (aA) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”"EXCHANGE AGENT"). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund"EXCHANGE FUND.”" (bB) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cC) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who may be an “"affiliate” " (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (dD) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (eE) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 calendar days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (fF) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (gG) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Effective Time, the Parent shall enter into an agreement, effective no later than the Effective Time, with such bank or trust company in the United States reasonably acceptable to the Company (the "Paying Agent"), which shall provide that the Parent shall from time to time after the Effective Time, cause the Surviving Corporation to make available to the Paying Agent funds in amounts and at the times necessary for the payment of Merger Consideration pursuant to Section 2.1(c) upon surrender of Certificates, it being understood that any and all interest earned on funds made available to the mailing of Paying Agent pursuant to this Agreement shall be turned over to the Joint Proxy Statement/Prospectus Parent. Parent shall take all steps necessary to holders of record of enable and cause the Surviving Corporation to provide to the Paying Agent on a timely basis, as and when needed after the Effective Time, cash necessary to pay for the shares of Company Common Stock entitled converted into the right to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable receive cash pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund2.1.” (b) As soon as reasonably practicable after the Effective Time, but in no event later than five Business Days thereafter, the Exchange Paying Agent will shall mail to the each holder of record holders of Certificates a Certificate (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such the Certificates to the Exchange Agent), Paying Agent and shall be in such form and have such other provisions as the Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock surrendering Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation to the Exchange Agent for exchangePaying Agent, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentPaying Agent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number amount of whole cash into which the shares of Parent Common Stock that formerly represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock2.1(c), and (2) the Certificate so surrendered shall be canceled. Until If a transfer of ownership of shares of Company Common Stock has not been registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered as contemplated by this Section 1.8(b), each is registered if such Certificate shall be deemedproperly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Parent that such Tax has been paid or is not applicable. No interest shall be paid or will accrue on the cash payable to holders of Certificates pursuant to the provisions of this Article 2. (c) All cash paid upon the surrender of Certificates in accordance with the terms of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates, from subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such shares of Company Common Stock which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to close of business on the day the Effective Time occurs. If, after the Effective Time, Certificates are presented to represent only the right Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article 2, except as otherwise provided by law. (d) None of the Parent, the Purchaser, the Company or the Paying Agent shall be liable to receive shares of Parent Common Stock and/or Cash Consideration (and cash any Person in lieu respect of any fractional share of Parent Common Stock) as contemplated by Section 1.5cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Company Stock Certificate shall not have been surrendered immediately prior to the date on which any amounts payable pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Entity, any such amounts shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (e) If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition upon the making of an affidavit of that fact by the Person claiming such Certificate to the issuance of any certificate representing Parent Common Stock, require the owner of such be lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver and, if required by the Parent, the posting by such Person of a bond (in such sum reasonable amount as the Parent may reasonably direct) direct as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation it with respect to such Certificate. (c) Notwithstanding anything to , the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) Paying Agent shall be issued issue in exchange for any such lost, stolen or destroyed Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made applicable Merger Consideration with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockthereto. (f) Each of The Parent, the Exchange Agent, Parent and Purchaser or the Surviving Corporation Paying Agent shall be entitled to deduct and withhold from any consideration amounts otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be the Parent, the Purchaser or the Paying Agent is required to be deducted or withheld therefrom deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986 (the "Code"), or any provision of state, local or foreign tax law or under any other applicable Legal RequirementTax law. To the extent such that amounts are so deducted withheld and paid over to the appropriate taxing authority by the Parent, the Purchaser or withheldthe Paying Agent, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor holder of the Surviving Corporation shall be liable to any holder or former holder shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Purchaser or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe Paying Agent.

Exchange of Certificates. (a) Prior to the time As of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingEffective Time, Parent shall select deposit, or shall cause to be deposited, with a reputable bank or trust company designated by Parent and reasonably satisfactory to act as exchange agent in the Merger Company (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II through the Exchange Agent, (i) certificates representing a number of shares of Parent Common Stock equal to the Exchange Ratio multiplied by the number of outstanding shares of Company Common Stock held by holders of record other than Parent, Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub, rounded down to the nearest whole number and (ii) an amount of cash sufficient to deliver to holders of Company Common Stock the Cash Merger Consideration. As soon For purposes of such deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent further agrees to provide to the Exchange Agent, from time to time as practicable needed, immediately available funds sufficient to pay cash in lieu of fractional shares pursuant to Section 2.04(e) and any dividends and other distributions pursuant to Section 2.04(c). Any cash and certificates representing Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid per share of Company Common Stock pursuant to Section 2.01 out of the Exchange Fund. Except as contemplated by Sections 2.04(c) and 2.04(e) hereof, the Exchange Fund shall not be used for any other purpose. (b) Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall deposit with cause the Exchange Agent to mail to each holder of record of a certificate formerly representing Company Common Stock (i) certificates representing the shares a “Certificate”), other than Parent or Merger Sub or any wholly-owned Subsidiary of Parent Common Stock issuable pursuant to this Section 1or Merger Sub, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably that shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such the Certificates to the Exchange Agent), which letter shall be in customary form and (ii) instructions for use in effecting the surrender of Company Stock such Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a Certificate to the Exchange Agent for exchangeAgent, together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole (A) one or more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.01(a)(i) (after taking into account all shares of Company Common Stock then held by such holder), (B) the provisions of Section 1.5 and the aggregate amount of Cash Merger Consideration that which such holder has the right to receive pursuant to Section 2.01(a)(i) in respect of the provision of Section 1.5 shares represented by such Certificate and/or (and C) a check in the amount equal to the cash in lieu of that such holder has the right to receive with respect to any fractional share shares of Parent Common StockStock pursuant to Section 2.04(e) and dividends and other distributions pursuant to Section 2.04(c), if any, and (2) the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this No interest will be paid or will accrue on any cash payable pursuant to Section 1.8(b2.01(a)(i), each Certificate shall be deemed, from and after Section 2.04(c) or Section 2.04(e). In the Effective Time, to represent only the right to receive shares event of Parent a transfer of ownership of Company Common Stock and/or Cash which is not registered in the transfer records of the Company, the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation issued and paid with respect to such CertificateCompany Common Stock to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent in accordance with this Section 2.04(b), accompanied by all documents required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock Stock, with a record date after the Effective Time Time, shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), unless and until the holder of such Certificate shall surrender such Certificate in accordance with respect Section 2.04(b). Subject to the effect of escheat, Tax or other applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Common Stock that issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder has is entitled pursuant to Section 2.04(e) and the right amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to receive in such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. (d) The Merger until such holder surrenders such Company Stock Certificate Consideration delivered upon surrender of the Certificates in accordance with this the terms hereof (including any cash paid pursuant to Section 1.8 (at which time such holder 2.04(c) or Section 2.04(e)) shall be entitled, subject deemed to the effect have been paid in full satisfaction of applicable escheat or similar laws, all rights pertaining to receive all such dividends and distributions, without interest)share of Company Common Stock. (e) No certificates or scrip representing fractional shares of Parent Common Stock, or book-entry credit of the same, shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall not entitle the owner thereof to any rights of a stockholder of Parent. For purposes of this Section 2.04(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to the fourth decimal point. In lieu of any such fractional share of Parent Common Stock, each holder of Company Common Stock otherwise entitled to a fraction of a share of Parent Common Stock will be entitled to receive from the Exchange Agent a cash payment in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) an amount equal to the average of the closing sale prices for Parent Common Stock on the NYSE, as reported in The Wall Street Journal, Northeastern edition, for each of the ten consecutive trading days ending with the second complete trading day prior to the Effective Time. (f) Any portion of the Exchange Fund that which remains undistributed to the holders of Certificates as of the date 180 days Company Common Stock for six months after the date on which the Merger becomes effective Effective Time shall be delivered to Parent Parent, upon demand, and, from and after such delivery to Parent, any holders of Certificates Company Common Stock who have not theretofore surrendered their Certificates in accordance complied with this Section 1.7 Article II shall thereafter look only to Parent for satisfaction the Merger Consideration payable in respect of their claims for Parent such shares of Company Common Stock, Cash Consideration, any cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 2.04(e) and any dividends or other distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be Stock to which they are entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to Section 2.04(c), in each case, without any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paidinterest thereon. (g) Neither Parent Parent, Merger Sub, the Surviving Corporation, the Exchange Agent nor the Surviving Corporation Company shall be liable to any holder or former holder of shares of Company Common Stock or to for any other Person with respect to any such shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to any applicable abandoned property lawproperty, escheat law or similar Legal RequirementLaw. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.04(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.04(c), in each case, without any interest thereon. (i) Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold under the Code, or any Tax Law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of whom such deduction and withholding was made by Parent or the Exchange Agent. (j) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.04(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will (as defined below) shall mail to each holder of record of Company Common Stock immediately prior to the record holders of Certificates Effective Time (other than Excluded Shares) (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (the “Company Letter of Transmittal”) (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates the Company certificates representing shares of the Company Common Stock (the “Certificates”) shall pass, only upon delivery of such Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting thesurrender of the surrender of Company Stock Certificates in exchange for certificates representing Parent the Merger Consideration with respect to the shares of Company Common Stock and/or formerly represented thereby. (b) Prior to or contemporaneously with the Cash Effective Time, and subject to Section 4.5, Parent shall cause to be deposited with the party specified by Parent as the exchange agent (the “Exchange Agent”) amounts sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make payments pursuant to Section 2.1(a)(i) hereof to holders of Company Common Stock issued and outstanding immediately prior to the Effective Time who are to receive theMerger Consideration. Any interest, as applicabledividends, or other income earned on the investment of cash deposited by Parent with the Exchange Agent in accordance with this Section 2.2(b) shall be for the account of and payable to Parent. Upon surrender of a Certificate Prior to the Effective Time, the Company shall transfer to the Exchange Agent for exchange, together with a duly executed letter cash in the amount of transmittal and such other documents as may $165 million to be reasonably required held by the Exchange Agent or Parentfor the account of the Company but to be transferred to the Exchange Agent as part of the Merger Consideration at the Effective Time (c) Upon surrender to the Exchange Agent of Certificates, (1) together with the Company Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and only upon such surrender, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, and Parent shall promptly cause to be delivered by the Exchange Agent to such holder, a certificate representing check in the number of whole shares of Parent Common Stock that amount to which such holder has the right is entitled, after giving effect to receive any required tax withholdings. The Certificates surrendered pursuant to this Section 2.2(c)shall forthwith be cancelled. If any Certificate shall have been lost, stolen,mislaid or destroyed, then upon receipt of an affidavit of that fact from the provisions of Section 1.5 holder claiming such Certificate to be lost, mislaid, stolen or destroyed and alost certificate indemnity, the aggregate amount of Cash Consideration that Exchange Agent shall issue to such holder has theMerger Consideration into which the right to receive pursuant to shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (d) No interest will be paid or will accrue on the provision of Section 1.5 (and cash in lieu amount payable upon the surrender of any fractional share Certificate. If payment is to be made to a person other than the registered holder of Parent Common Stock)the Certificate surrendered, and (2) it shall be a condition ofsuch payment that the Certificate so surrendered shall be canceledproperly endorsed andotherwise in proper form for transfer, as determined by the Exchange Agent or Parent, and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not payable. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after One hundred eighty (180) days following the Effective Time, Parent shall be entitled to represent only cause the right Exchange Agent to receive deliver to it any funds(including any interest received with respect thereto) made available to the Exchange Agent which have not been disbursed to holders of the Certificates formerly representing shares of Parent Company Common Stock and/or Cash Consideration (outstanding on the Effective Time, and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate thereafter such holders shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition be entitled to look to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum only as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation general creditors thereof with respect to cash payable upon due surrender of their Certificates. Any amounts remaining unclaimed by the holders of Company Common Stock five (5) business days immediately prior to such Certificate. (c) Notwithstanding anything time the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the contrary contained in this Agreementextent permitted by applicable law, no shares the property of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent free and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder clear of any unsurrendered Certificate with respect to the shares claims or interest of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)any person previously entitled thereto. (e) Any portion In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Exchange Fund that remains undistributed Company, the Merger Consideration may be paid or issued to holders of Certificates as a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantees or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the date 180 days after the date on which payment of the Merger becomes effective shall be delivered Consideration to Parent upon demand, and any holders a person other than the registered holder of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only such Certificate or establish to Parent for the satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends that such tax has been paid or distributions with respect to Parent Common Stockis not applicable. (f) Each The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the Exchange Agent, Parent and the Surviving Corporation terms of this Article II shall be entitled deemed to deduct have been paid and withhold from any consideration payable or otherwise deliverable pursuant issued in full satisfaction of all rights pertaining to this Agreement to any holder or former holder the shares of Company Common Stock theretofore represented by such amounts as may be required to be deducted or withheld therefrom under Certificates. At the Code or any provision Effective Time, the stock transfer books of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts Company shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation closed, and there shall be liable to any holder or former holder no further registrations of transfers of shares of Company Common Stock or to any other Person with respect to any shares thereafter on the records of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe Company.

Exchange of Certificates. (a) 2.5.1 Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at Closing Date, the Company Shareholders Meetingshall appoint Wachovia Bank of North Carolina, Parent shall select a reputable bank N.A. or trust company another agent mutually acceptable to USFS, HSA and HPI to act as exchange agent in the Merger (the “"Exchange Agent”)") for the Merger. As soon as practicable Promptly after the Effective TimeClosing Date, Parent the Company shall deposit deposit, or cause to be deposited, with the Exchange Agent (i) such certificates representing the evidencing such number of shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Company Class A Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by Company Class B Stock in order to enable the Exchange Agent with respect to such shares, are referred to collectively as effect the “Exchange Fundexchange of certificates contemplated by Section 2.2.” (b) 2.5.2 As soon as reasonably practicable after following the Effective TimeClosing Date, the Company and USFS shall instruct the Exchange Agent will mail to deliver to each holder of record of a certificate or certificates, which immediately prior to the record holders Effective Time represented outstanding shares of Certificates USFS Common Stock (collectively, the "Certificates"), (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such the Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as the Company may reasonably specify), and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent the Merger Consideration. 2.5.3 Company Common Stock and/or into which such holder's shares of USFS Common Stock have been converted pursuant to this Agreement. Until so surrendered and exchanged, each outstanding Certificate after the Cash Consideration, as applicable. Upon surrender of a Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Certificate Effective Time shall be entitled deemed for all purposes to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has evidence the right to receive that number of shares of Company Common Stock into which the shares of USFS Common Stock evidenced thereby have been converted pursuant to this Agreement. 2.5.4 At the provisions Effective Time, the stock transfer books of Section 1.5 USFS shall be closed and the aggregate amount no transfer of Cash Consideration shares USFS Common Stock shall be made thereafter, other than transfers of shares of USFS Common Stock that such holder has the right to receive pursuant have occurred prior to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)Effective Time. In the event that, and (2) the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, Certificates are presented to represent only the right to receive Surviving Corporation, they shall be canceled and exchanged for shares of Parent Company Common Stock and/or Cash as provided in Section 2.2. 2.5.5 Any portion of the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate that shall not have been lost, stolen or destroyed, Parent may, in its discretion and as a condition paid to any holder of shares of USFS Common Stock pursuant to this Section 2.5 prior to the issuance second anniversary of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of Company and any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder stockholder who has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance not theretofore complied with this Section 1.8 (at which time such holder 2.5 thereafter shall be entitledlook, subject to the effect of applicable escheat or and other similar laws, solely to receive all such dividends and distributions, without interest). (e) Any portion the Company for payment of the Exchange Fund that remains undistributed Merger Consideration to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be they are entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.Agreement. 11 10

Exchange of Certificates. (a) Prior On or prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “"Exchange Agent”"). As soon as practicable practicable, but in no event later than three business days after the Effective Time, Parent shall deposit with the Exchange Agent (i) cash sufficient to pay the Cash Consideration payable in accordance with Section 1.5(a)(iii), (ii) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 11.5(a)(iii), and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “"Exchange Fund.”" (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Cash Consideration and certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii), and (y) a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 1.5(a)(iii) (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Cash Consideration and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no Cash Consideration and no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who may be an “"affiliate” " (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for the Cash Consideration, Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to the Cash Consideration, any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any other cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable bank or trust company to act as exchange agent (the "Exchange Agent") in connection with -------------- the surrender of certificates (each, a "Certificate" and together, the ----------- "Certificates") evidencing shares of Company Common Stock converted into shares ------------ of Parent Common Stock pursuant to the Merger. At the Effective Time, Parent shall deposit with the Exchange Agent one or more certificates representing the shares of Parent Common Stock to be issued in the Merger (the “"Merger Stock"), ------------ which shares of Merger Stock shall be deemed to be issued at the Effective Time. At and following the Effective Time, Parent shall deliver to the Exchange Agent”). Agent such cash as may be required from time to time to make payment of cash in lieu of fractional shares in accordance with Section 1.4(i) hereof. (b) As soon as practicable after the Effective Time, Parent shall deposit with cause the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1mail to each person who was, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after at the Effective Time, the Exchange Agent will mail a holder of record of a certificate or certificates that immediately prior to the record holders Effective Time evidenced outstanding shares of Certificates Company Common Stock (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming specifying that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such the Certificates to the Exchange Agent), which shall be in a form and contain any other provisions as Parent and the Surviving Entity may reasonably agree, and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableMerger Stock. Upon the proper surrender of a Certificate Certificates to the Exchange Agent for exchangeAgent, together with a properly completed and duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or ParentAgent, (1) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate certificates representing the number of whole shares of Parent Common Merger Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and any cash paid in lieu of any fractional share of Parent Common Stockshares pursuant to Section 1.4(i)), and (2) the Certificate so surrendered shall be canceled. Until In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to properly evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Entity and Parent that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Common Stock shall, until surrendered as contemplated by for exchange in accordance with this Section 1.8(b)1.4, each Certificate be deemed for all purposes to evidence the right to receive upon such surrender the number of full shares of Parent Common Stock into which the shares of Company Common Stock (which, prior to the Effective Time, were represented thereby) shall be deemedhave been so converted. (d) Except as otherwise expressly provided herein, from the Surviving Entity shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Certificates for shares of Merger Stock. Any Merger Stock deposited with the Exchange Agent pursuant to Section 1.4(a) hereof, and not exchanged pursuant to Section 1.4(b) hereof for Company Common Stock within twelve months after the Effective Time, and any cash deposited with the Exchange Agent pursuant to represent only Section 1.4(a) hereof, and not exchanged for fractional interests pursuant to Section 1.4(i) hereof for Company Common Stock within twelve months after the right Effective Time, shall be returned by the Exchange Agent to receive the Surviving Entity which shall thereafter act as exchange agent subject to the rights of holders of Company Common Stock hereunder. (e) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Parent Company Common Stock and/or Cash Consideration shall thereafter be made. (and f) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent will be liable to any holder of shares of Company Common Stock for any shares of Merger Stock, dividends or distributions with respect thereto or cash payable in lieu of fractional shares pursuant to Section 1.4(i) hereof delivered to a state abandoned property administrator or other public official pursuant to any fractional share of Parent Common Stockapplicable abandoned property, escheat or similar law. (g) as contemplated by Section 1.5. If any Company Stock Certificate Certificates shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the holder thereof, the Exchange Agent will deliver in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of exchange for such lost, stolen or destroyed Certificate Certificates the Merger Stock for the shares represented thereby, deliverable in respect thereof, as determined in accordance with the terms hereof. When authorizing such payment in exchange for any lost, stolen or destroyed Certificates, the owner of such Certificate, as a condition precedent to provide an appropriate affidavit and to deliver such delivery, shall give Parent a bond (in such sum as satisfactory to Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificatethe Certificates alleged to have been lost, stolen or destroyed. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (dh) No dividends dividend or other distributions distribution declared or made after the Effective Time with respect to Parent Common the Merger Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Merger Stock that issuable upon surrender thereof until the holder of such holder has the right to receive in the Merger until Certificate shall surrender such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject 1.4(b). Subject to the effect of applicable escheat or similar lawslaw, to receive all following surrender of any such dividends and distributionsCertificate there shall be paid, without interest). , to the record holder of certificates representing whole shares of Merger Stock issued in exchange therefor: (ei) Any portion at the time of such surrender, the Exchange Fund that remains undistributed to holders amount of Certificates as of the dividends or other distributions with a record date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not Effective Time theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions paid with respect to Parent Common such whole shares of Merger Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender of such Certificate and a payment date subsequent to such surrender payable with respect to such whole shares of Merger Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former . No holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated entitled to any interest on any cash amount payable for all purposes under this Agreement as having been paid fractional interests pursuant to the Person to whom such amounts would otherwise have been paidSection 1.4(i) hereof. (gi) Neither Parent nor the Surviving Corporation No certificates or scrip evidencing fractional shares of Merger Stock shall be liable issued upon the surrender for exchange of Certificates, and such fractional share interests shall not entitle the owner thereof to any rights of a shareholder of Parent. In lieu of any such fractional shares, each holder or former of a Certificate previously evidencing Company Common Stock, upon surrender of such Certificate for exchange pursuant to this Article I, shall be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the closing price for a share of Parent Common Stock on the Nasdaq National Market on the date of the Effective Time by (ii) the fractional interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or to any other Person with respect to any shares held of Parent Common Stock (or dividends or distributions with respect theretorecord by such holder at the Effective Time), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent will (as defined below) shall mail to each holder of record of Company Common Stock immediately prior to the record holders of Certificates Effective Time (other than Excluded Shares) (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (the "Company Letter of Transmittal") (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates the Company certificates representing shares of the Company Common Stock (the "Certificates") shall pass, only upon delivery of such Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent the Merger Consideration with respect to the shares of Company Common Stock and/or formerly represented thereby. (b) Prior to or contemporaneously with the Cash Effective Time, and subject to Section 4.5, Parent shall cause to be deposited with the party specified by Parent as the exchange agent (the "Exchange Agent") amounts sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make payments pursuant to Section 2.1(a)(i) hereof to holders of Company Common Stock issued and outstanding immediately prior to the Effective Time who are to receive the Merger Consideration. Any interest, as applicabledividends, or other income earned on the investment of cash deposited by Parent with the Exchange Agent in accordance with this Section 2.2(b) shall be for the account of and payable to Parent. Upon surrender of a Certificate Prior to the Effective Time, the Company shall transfer to the Exchange Agent for exchange, together with a duly executed letter cash in the amount of transmittal and such other documents as may $165 million to be reasonably required held by the Exchange Agent or Parentfor the account of the Company but to be transferred to the Exchange Agent as part of the Merger Consideration at the Effective Time (c) Upon surrender to the Exchange Agent of Certificates, (1) together with the Company Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and only upon such surrender, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, and Parent shall promptly cause to be delivered by the Exchange Agent to such holder, a certificate representing check in the number of whole shares of Parent Common Stock that amount to which such holder has the right is entitled, after giving effect to receive any required tax withholdings. The Certificates surrendered pursuant to this Section 2.2(c) shall forthwith be cancelled. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of an affidavit of that fact from the provisions of Section 1.5 holder claiming such Certificate to be lost, mislaid, stolen or destroyed and a lost certificate indemnity, the aggregate amount of Cash Consideration that Exchange Agent shall issue to such holder has the right to receive pursuant to Merger Consideration into which the provision of Section 1.5 shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (and cash in lieu d) No interest will be paid or will accrue on the amount payable upon the surrender of any fractional share Certificate. If payment is to be made to a person other than the registered holder of Parent Common Stock)the Certificate surrendered, and (2) it shall be a condition of such payment that the Certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, as determined by the Exchange Agent or Parent, and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not payable. Until surrendered as contemplated by this Section 1.8(b), each Certificate shall be deemed, from and after One hundred eighty (180) days following the Effective Time, Parent shall be entitled to represent only cause the right Exchange Agent to receive deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Agent which have not been disbursed to holders of the Certificates formerly representing shares of Parent Company Common Stock and/or Cash Consideration (outstanding on the Effective Time, and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate thereafter such holders shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition be entitled to look to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum only as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation general creditors thereof with respect to cash payable upon due surrender of their Certificates. Any amounts remaining unclaimed by the holders of Company Common Stock five (5) business days immediately prior to such Certificate. (c) Notwithstanding anything time the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the contrary contained in this Agreementextent permitted by applicable law, no shares the property of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent free and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder clear of any unsurrendered Certificate with respect to the shares claims or interest of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)any person previously entitled thereto. (e) Any portion In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Exchange Fund that remains undistributed Company, the Merger Consideration may be paid or issued to holders of Certificates as a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantees or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the date 180 days after the date on which payment of the Merger becomes effective shall be delivered Consideration to Parent upon demand, and any holders a person other than the registered holder of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only such Certificate or establish to Parent for the satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends that such tax has been paid or distributions with respect to Parent Common Stockis not applicable. (f) Each The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the Exchange Agent, Parent and the Surviving Corporation terms of this Article II shall be entitled deemed to deduct have been paid and withhold from any consideration payable or otherwise deliverable pursuant issued in full satisfaction of all rights pertaining to this Agreement to any holder or former holder the shares of Company Common Stock theretofore represented by such amounts as may be required to be deducted or withheld therefrom under Certificates. At the Code or any provision Effective Time, the stock transfer books of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts Company shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation closed, and there shall be liable to any holder or former holder no further registrations of transfers of shares of Company Common Stock or to any other Person with respect to any shares thereafter on the records of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementthe Company.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective TimeDate, the Exchange Agent will Parent shall mail to the record each holder of Company Common Stock (other than holders of Certificates Excluded Shares) and Company Warrant (i) a letter of transmittal in containing customary form and containing such provisions as Parent may reasonably (the "Letter of Transmittal"), which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Certificates the certificate or certificates representing such Company Common Stock and Company Warrant (the "Certificates") shall pass, only upon delivery of such the Certificates to Parent and shall otherwise be in such form and contain such other provisions as Parent may reasonably specify, including an acknowledgement by Warrantholders that the Exchange Agent)Company Warrants will be deemed cancelled upon consummation of the Merger, and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Merger Consideration, as applicable. Upon surrender of a such Certificate or Certificates for cancellation to the Exchange Agent for exchangeParent or to such agent or agents as may be appointed by Parent, together with a the Letter of Transmittal, duly executed letter executed, for each share formerly represented by each such Certificate, Parent shall promptly deliver to each such Stockholder and Warrantholder (A) by check or by wire transfer of transmittal and immediately available funds for amounts in excess of $5,000,000, the Cash Consideration or the cash portion of the Warrant Consideration payable to such other documents as may be reasonably required by the Exchange Agent or Parent, (1) the holder of Stockholder with respect to such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock)4.1 hereof, and (2B) certificates representing the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Share Consideration or the share portion of the Warrant Consideration issuable to such holder with respect to such shares pursuant Section 1.8(b)4.1 hereof, each Certificate shall be deemed, from and after the Effective TimeDate, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of if applicable, any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after to be issued or paid pursuant to Section 4.3 hereof. (b) In the Effective Time shall be paid to the holder of event that any unsurrendered Certificate with respect to the certificates for any shares of Parent Common Stock are to be issued in a name other than that such holder has in which the right to receive Certificates representing shares of Company Common Stock or Company Warrants surrendered in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder exchange therefor are registered, it shall be entitled, subject a condition of such exchange that the certificate or certificates so surrendered shall be properly endorsed with a medallion guarantee or be otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the effect of applicable escheat Parent any transfer or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion other taxes required by reason of the Exchange Fund that remains undistributed to holders issuance of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent certificates for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional such shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Company that such tax has been paid or is not applicable. (c) Until surrendered, Certificates representing shares of Company Common Stock or Company Warrants shall represent solely the right to receive the Merger Consideration, and after the Effective Date, if applicable, any dividends or other distributions with respect to Parent Common Stock to be issued or paid pursuant to Section 4.3 hereof, in each case, without any interest thereon with respect to Parent Common Stock. Neither Parent nor any Party hereto shall be liable to a holder of shares of Company Common Stock or Company Warrants for any amount properly delivered to a public official pursuant to any applicable escheat laws. If any Certificates representing shares of Company Common Stock entitled to be exchanged for Merger Consideration pursuant to Section 4.1 hereof shall not have been surrendered for such exchange prior to the first anniversary of the Closing Date, such shares of Company Common Stock shall, to the extent permitted by applicable law, be deemed to be cancelled and no Merger Consideration shall be due to the holder thereof. Notwithstanding the foregoing, neither Parent nor any Party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to any applicable escheat laws. (fd) Each of the Exchange Agent, Surviving Company and Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any consideration payable or otherwise deliverable Person pursuant to this Agreement to any holder or former holder of Company Common Stock Article IV such amounts as may be it is required to be deducted or withheld therefrom deduct and withhold with respect to the making of such payment under the Code or any provision of federal, state, local or foreign tax law law. If the Surviving Company or under any other applicable Legal Requirement. To Parent, as the extent such amounts are case may be, so deducted or withheldwithholds amounts, such amounts shall be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor holder of the shares of Company Capital Stock in respect of which the Surviving Corporation shall be liable to any holder Company or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto)Parent, or for any cash amountsas the case may be, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirementmade such deduction and withholding.

Exchange of Certificates. (a) Prior to the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing Date, Parent shall select a reputable Corporate Stock Transfer, Inc., Parent’s transfer agent, or another bank or trust company reasonably satisfactory to Parent and the Company, to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable ) and shall enter into an agreement reasonably acceptable to the Parent and the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. (b) Promptly after the Effective Time, Parent shall deposit with cause the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Certificates valid certificates previously representing any shares of Company Stock outstanding immediately prior to the Effective Time (each a “Company Stock Certificate”): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicableStock. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (1A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate one or more certificates representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash or in lieu of any fractional share of Parent Common Stocksuch certificate(s), confirmation of the issuance of such Parent Stock via book entry in the books of the Exchange Agent); and (2B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a portion of the Aggregate Merger Consideration as set forth in Section 1.5. In any matters relating to Company Stock Certificates, Parent and the Exchange Agent may rely conclusively upon the record of stockholders maintained by the Company containing the names and addresses of the holders of record of Company Stock at the Effective Time, except to the extent such names or addresses are modified by any stockholders in their respective letters of transmittal. Parent shall not be obligated to deliver stock certificates (if any) representing Aggregate Merger Consideration to which any former holder of Company Stock is entitled until such holder surrenders the appropriate documentation required hereunder. (c) Shares of Parent Stock issued in the Merger will not be transferable except (i) pursuant to an effective registration statement under the Securities Act or (ii) upon receipt by Parent of a written opinion of counsel for the holder reasonably satisfactory to Parent to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities Legal Requirements. Restrictive legends shall be placed on all certificates (if any) or book entries of the Parent’s transfer agent, representing shares of Parent Common Stock and/or Cash Consideration issued in the Merger, substantially as follows: NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (and cash in lieu A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. Except as otherwise provided by applicable Legal Requirements, the failure of any fractional share stock certificate representing Parent Stock to contain a legend in substantially the form set forth above shall not affect the enforceability of Parent Common Stockrestrictions set forth in this Section 1.8(c). (d) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may and the Exchange Agent reasonably agree to direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (ce) Notwithstanding anything to the contrary contained in this Agreement, no shares Any holders of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate Certificates who have not previously surrendered their Company Stock Certificates in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for Parent, and not Exchange Agent, for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to such shares of Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or any provision of state, local or foreign tax law Tax Legal Requirement or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and timely paid over to the appropriate Governmental Body, (i) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (ii) Parent, the Exchange Agent or the Surviving Corporation, as the case may be, shall promptly deliver the amounts so deducted or withheld to the applicable Taxing or other Governmental Body. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property lawLegal Requirement, escheat law Legal Requirement or other similar Legal Requirement.

Exchange of Certificates. (a) Prior to At the time of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders MeetingClosing, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of all outstanding Company Stock Certificates shall be effected, and risk of loss and title delivered to Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock and/or the Cash Consideration, as applicable. Upon surrender of a Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent. Upon surrender of a Company Stock Certificate to Parent for exchange, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (i) a Parent corporate check as set forth in Section 1.6(b) and (ii) twenty (20) days after the Closing, a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 and 1.6. Thereafter, each Shareholders who surrendered a Company Stock Certificate at the aggregate amount of Cash Consideration that such holder has the right Closing shall be entitled to receive pursuant payments as set forth in Section 1.7, subject to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceledconditions thereof. Until surrendered as contemplated by this Section 1.8(b), each Each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) and cash payments as contemplated by this Section 1.51. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common StockStock or payment of any cash hereunder, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (db) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder has the right to receive in the Merger holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.10 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, entitled to receive all such dividends and distributions, without interestdistributions and such cash payment). (ec) Any portion of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates for any dividends or distributions with respect to Parent Common Stock. (f) Each such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of the Exchange Agent, Parent and the Surviving Corporation shall Company who would otherwise be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder receive a fraction of Company a share of Parent Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for (after aggregating all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any fractional shares of Parent Common Stock (or dividends or distributions with respect theretoissuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), or for any be paid in cash amounts, delivered the dollar amount (rounded to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.the nearest

Exchange of Certificates. (a) Prior At least five Business Days prior to the time of Effective Time, Acquisition Subsidiary shall designate the mailing of Company's registrar and transfer agent, or such other bank or trust company as is reasonably satisfactory to the Joint Proxy Statement/Prospectus Company, to act as paying agent for the holders of record of shares of Company Common Stock entitled in connection with the Merger, pursuant to vote at an agreement providing for the matters set forth in this Section 3.2 and such other matters as may be appropriate and the terms of which are reasonably satisfactory to the Company Shareholders Meeting(the "Paying Agent"), for the payment of the Merger Consideration. When and as needed, Parent shall select and Acquisition Subsidiary will cause to be deposited in trust with the Paying Agent for the benefit of holders of shares of Company Common Stock, as applicable, the amount of cash necessary to complete the payments contemplated by this Section 3.2 on a reputable bank or trust company to act as exchange agent in the Merger timely basis (the “Exchange Agent”"Payment Fund"). As soon as practicable after Any interest income from investment of such Payment Fund will be payable to Parent. If so directed by Parent, the Effective Time, Parent shall deposit with the Exchange Paying Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) $25,000,000 to pay the aggregate may invest such Payment Fund in overnight cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)equivalent investments. The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) As soon as reasonably practicable after At the Effective Time, the Exchange Surviving Corporation will instruct the Paying Agent will to promptly, and in any event not later than three Business Days following the Effective Time, mail to each holder of record of Common Stock Certificates (the record holders of Certificates "Certificates"), whose shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent), Paying Agent and shall be in such form and have such other provisions as the Company and Acquisition Subsidiary may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stock and/or payment of the Cash Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent for exchangeor to such other agent or agents as may be appointed by the Company, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (1) duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration for each share of whole shares of Parent Company Common Stock that formerly represented by such holder has the right Certificate, to receive pursuant to the provisions be mailed within three Business Days of Section 1.5 receipt thereof, and the aggregate amount Certificate so surrendered shall forthwith be cancelled. If payment of Cash the Merger Consideration is to be made to a person or stock certificates are to be issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment or issuance that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Certificate so surrendered shall be canceledproperly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration and any dividends or other distributions to which such holder is entitled, may be issued with respect to such Company Common Stock to such a transferee if the Certificates representing such Company Common Stock are presented to the Paying Agent (or if lost, stolen or destroyed, the procedures set forth in Section 3.2(d) are complied with), accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (b) Until surrendered as contemplated by this Section 1.8(b)3.2, each Certificate (other than Certificates representing Company Common Stock held by Parent, Acquisition Subsidiary, or any Subsidiary of Parent or Acquisition Subsidiary, or Dissenting Shares) shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive shares of Parent Common Stock and/or Cash the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.53.2. If No interest shall be paid or will accrue on any Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article III. (c) Any portion of the Payment Fund which remains unclaimed by the former stockholders of the Company Stock for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand of the Surviving Corporation, and all former stockholders of the Company shall thereafter look only to the Surviving Corporation for payment of their claims for the Merger Consideration for their shares. (d) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person (as defined in Section 9.5) claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, provided that the Person to provide an appropriate affidavit and whom the Merger Consideration is paid shall, as a condition precedent to deliver the payment thereof, give the Surviving Corporation a bond (in such sum as Parent the Surviving Corporation may reasonably direct) as indemnity direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. (c) Notwithstanding anything the Certificate claimed to the contrary contained in this Agreementhave been lost, no shares of Parent Common Stock (stolen or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest)destroyed. (e) Any portion After the Effective Time, the stock transfer books of the Exchange Fund that remains undistributed to holders of Certificates as of the date 180 days after the date on which the Merger becomes effective Company shall be delivered to Parent upon demand, closed and any holders there shall be no transfers on the stock transfer books of Certificates who have not theretofore surrendered their Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (f) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be required which were outstanding immediately prior to be deducted or withheld therefrom under the Code or any provision of stateEffective Time. If, local or foreign tax law or under any other applicable Legal Requirement. To after the extent such amounts Effective Time, Certificates are so deducted or withheldpresented to the Surviving Corporation, such amounts they shall be treated cancelled and exchanged for all purposes under the Merger Consideration as provided in this Agreement as having been paid Article III, subject to Section 262 of the Person to whom such amounts would otherwise have been paidDGCL. (g) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.