Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been converted.

Exchange of Certificates. (a) At the Closing, certificates (the “Certificates”) representing not less than one hundred percent (100%) all of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) Certificate shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.12.2(a). After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered surrendered, at Closing (or thereafter upon surrender of Certificates): (i) Parent shall cause the remaining Cash Consideration shall to be wired to an account or accounts designated by the ShareholdersSole Stockholder, less $1,135,000 822,975 which shall be placed in escrow to partially secure satisfy the obligations pursuant to Article XII hereof (the “Cash Escrow”), and (ii) Parent shall cause the Equity Consideration to be distributed to the Sole Stockholder in the amount set forth on Schedule 2.2, less that number of shares of Parent Common Stock issued as part of the Equity Consideration as shall be obtained by dividing $425,000 by the Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Equity Escrow”). Until surrendered in connection herewithsurrendered, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and shares of Parent Common Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from From and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and shares of Parent Common Stock into which such shares of Common Stock have been converted.

Exchange of Certificates. BMBC shall cause the Exchange Agent, within ten (10) Business Days after the Effective Time (subject to extension as the Exchange Agent may reasonably request), to mail to each holder of a Certificate or Certificates, a letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for the Merger Consideration (and cash in lieu of fractional shares), if any, into which the RBPI Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall be subject to the approval of RBPI (which shall not be unreasonably withheld, conditioned or delayed) and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (a) At a certificate representing the Closing, certificates representing not less than one hundred percent (100%) aggregate amount of the issued and outstanding shares Per Share Merger Consideration to which such former holder of Company RBPI Common Stock shall be surrendered for cancellation have become entitled pursuant to the provisions of Section 3.1 hereof, and termination (b) a check representing the aggregate amount of cash (if any) payable in the Merger. At the Effective Time, each certificate representing issued and outstanding lieu of fractional shares of Company BMBC Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) rounded to the extent Certificates have been surrendered at Closing (or thereafter upon surrender nearest whole cent), to which such former holder of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares of RBPI Common Stock shall have become entitled pursuant to the provisions of Section 3.1 hereof, and the Certificate so surrendered shall forthwith be deemed for all corporate purposes to evidence ownership cancelled. No interest will be paid or accrued on the cash payable in lieu of the amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been convertedfractional shares.

Exchange of Certificates. (a) At the Closing, each Stockholder shall deliver certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares outstanding Shares of Common Stock the Company (each, a "Certificate"). Upon surrender of a Certificate for cancellation to the Surviving Corporation at the Closing, the Certificate so surrendered shall forthwith be canceled and the holder of such Certificate shall be deemed for all corporate purposes entitled to evidence ownership of the receive in exchange therefor (A) an amount of cash for each Cash Share equal to the Per Share Merger Consideration, and (B) for each Retained Share, the Common Stock issuable upon conversion Units due in respect thereof calculated in accordance with Section 1.5(f). In the event of such a transfer of ownership of shares of Common StockCompany Stock which is not registered in the transfer records of the Company as of the Effective Time, but shallthe Applicable Merger Consideration may be paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Surviving Corporation, subject accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.6(a) and by evidence that any applicable appraisal rights under stock transfer taxes have been paid. Anything herein to the PBCLcontrary notwithstanding, have no other rightsinterest or dividends shall accrue or be payable or paid on any portion of the Applicable Merger Consideration payable to any person hereunder. Subject to appraisal rights under the PBCL, from At and after the Effective Time, the holders each holder of shares of Common Stock a Certificate to be canceled pursuant to this Section 1.6 shall cease to have any rights as a stockholder of the Company, except for the right to surrender Certificates in respect the manner prescribed by this Section 1.6 in exchange for payment of such shares and their rights the Applicable Merger Consideration. All required cash payments to the Stockholders shall be solely in respect paid by wire transfer of immediately available funds at the amount of cash and into which such shares of Common Stock have been convertedClosing to the accounts specified by the Stockholders not later than two days prior to the Closing Date.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At Prior to the Effective Time, each certificate SunTrust shall designate SunTrust Bank, Atlanta, to act as exchange agent (the "Exchange Agent") in connection with the Merger pursuant to an exchange agent agreement providing for, among other things, the matters set forth in this Section 2.3. At or prior to the Effective Time, SunTrust shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Article II, certificates representing the shares of SunTrust Common Stock, and the cash in lieu of fractional shares (such cash and certificates for shares of SunTrust Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") to be issued and in exchange for outstanding shares of Company Crestar Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion terms of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (this Article II. Except as set forth on Schedule 2.3) to herein, from and after the extent Certificates have been surrendered at Closing (or thereafter upon surrender Effective Time each holder of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which a certificate that immediately prior to the Effective Time represented outstanding shares of Crestar Common Stock ("Certificate") shall be deemed entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent, the Merger Consideration for all corporate purposes to evidence ownership each share of Crestar Common Stock so represented by the amount of cash and Stock issuable upon conversion of Certificate surrendered by such holder thereof. The certificates representing shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of SunTrust Common Stock shall cease to have any rights in respect of such shares and their rights which constitute the Merger Consideration shall be solely in respect of the amount of cash properly issued and into which such shares of Common Stock have been convertedcountersigned and executed and authenticated, as appropriate.

Exchange of Certificates. (a) Parent shall authorize one or more persons to act as Exchange Agent hereunder (the "Exchange Agent") for at least (i) the period commencing on the date hereof and ending six months after the Effective Time, (ii) the period commencing on the First Milestone Date and ending six months after such date, and (iii) the period commencing on the Second Milestone Date and ending six months after such date. At least seven business days prior to the ClosingEffective Time, certificates representing not less than one hundred percent (100%) Parent shall cause the Exchange Agent to mail to each holder of the issued and outstanding shares record of Company Common Stock shall that will be surrendered converted into the right to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, (ii) such other customary documents as may be required including without limitation, a Form W-9, and (iii) instructions for cancellation and termination surrendering their Certificates in exchange for the MergerInitial Merger Consideration (the "Transmittal Materials"). At Promptly after the Effective Time, the Exchange Agent will deliver to each certificate representing issued Company stockholder who has properly completed and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) returned such Transmittal Materials to the extent Exchange Agent at or prior to the Closing, together with the Certificate or Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented such holder's outstanding shares of Company Common Stock, (i) a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock theretofore represented by the Certificates so surrendered shall be deemed for all corporate purposes have been converted pursuant to evidence ownership of SECTION 1.6(a) and (ii) a check in the amount of any cash and Stock issuable upon conversion of due with respect to such shares of Common Stock, but shall, subject pursuant to applicable appraisal rights under the PBCL, have no other rightsSECTION 1.6(c) or SECTION 1.13. Subject to appraisal rights under the PBCL, from and after No interest shall be paid or shall accrue on any such amounts. At the Effective Time, Parent shall deliver to the holders of Exchange Agent sufficient shares of Parent Common Stock shall cease and cash for any fractional shares to have any rights in respect of such shares and their rights shall be solely in respect of satisfy the amount of cash and into which such shares of Common Stock have been convertedInitial Merger Consideration.

Exchange of Certificates. (a) At Subject to the Closingprovisions regarding the treatment of fractional shares herein and after deduction of the contributions of the shareholders of the Company to the Escrow as specified in Section 3.2 and Article XI, Parent shall, as promptly as practicable after the Effective Time, make available stock certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Parent Common Stock shall be surrendered for cancellation and termination issued in the MergerMerger to the persons legally entitled thereto upon surrender of certificates which immediately prior to Effective Time represented Shares. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for Share converted into the amount of right to receive the Merger Consideration pursuant to Section 2.1. After payment by the Company 3.1(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (or by Parent as directed by the Companya "Certificate") of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Considerationshall, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates such Certificate represents such Shares, cease to have been surrendered at Closing (or thereafter any rights with respect thereto, except the right to receive the Merger Consideration applicable thereto, upon surrender of Certificates) such Certificate. After the remaining Cash Consideration Effective Time there shall be wired to an account or accounts designated by no transfers on the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure stock transfer books of the obligations pursuant to Article XII hereof (Surviving Corporation of the “Cash Escrow”). Until surrendered in connection herewith, each Shares that were outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common StockTime. If, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, Certificates are presented to the holders of shares of Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for Parent Common Stock shall cease and cash in lieu of any fractional share as provided in this Article III, except as otherwise provided by law and as adjusted for any dividends paid or other distributions made after the Effective Time with respect to have any rights in respect of Parent Common Stock, if the record date set for such shares and their rights shall be solely in respect of dividends or distributions is a date occurring after the amount of cash and into which such shares of Common Stock have been convertedEffective Time.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At Promptly after the Effective Time, each Shareholder shall deliver to Parent the certificate or certificates representing issued and outstanding his shares of Company Common Stock (each, a “"Certificate”") in form sufficient for transfer and cancellation pursuant thereto, which shall thereupon be deemed terminated and of no further force or effect. Upon surrender of a Certificate (or Certificates) for cancellation to Parent in form sufficient for transfer and cancellation pursuant hereto and delivery to Parent of such other documents as may reasonably be required by Parent, Shareholder shall be canceled entitled to receive in exchange for therefor (x) a certificate evidencing that 8 15 number of whole shares of Parent Common Stock which Shareholder has the amount right to receive in respect of Merger Consideration pursuant to Section 2.1. After payment the shares of Company Common Stock evidenced by the Company such Certificate (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger ConsiderationCertificates), the remaining Merger Consideration shall be distributed as follows (as set forth based on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented Merger Price, the Effective Time Average Price and the Effective Time Merger Consideration (after taking into account all shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership then held of record by such holder) and (y) a check representing the amount of cash and Stock issuable upon conversion in lieu of such fractional shares of Parent Common Stock, but shallif any, subject and unpaid dividends or other distributions, if any, to which such holder is entitled pursuant to the provisions of this Section 2.03(a), after giving effect to any applicable appraisal rights under withholding tax, and the PBCL, have no other rightsCertificate (or Certificates) so surrendered shall forthwith be cancelled. Subject to appraisal rights under No interest will be paid or accrued on the PBCL, from and after the Effective Time, the holders cash in lieu of shares of Common Stock shall cease to have any rights in respect of such fractional shares and their rights shall be solely in respect of the amount of cash unpaid dividends and into which such shares of Common Stock have been converteddistributions, if any, payable to Shareholder hereunder.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) Promptly following approval of the issued and Merger at the Special Meeting (as defined in SECTION 1.3), the Acquiror shall cause American Securities Transfer & Trust, Inc. (the "Exchange Agent") to mail to each Shareholder of an outstanding certificate or certificates which as of the Effective Time will represent shares of the Company Common Stock (the "Certificates"), a letter of transmittal in form mutually acceptable to Acquiror, the Company and the Exchange Agent ("Letters of Transmittal") and instructions for use in effecting the surrender of the Certificates for proper payment therefor. If the Shareholders provide the Exchange Agent with copies of completed Letters of Transmittal and Certificates, the Acquiror shall be surrendered for cancellation and termination cause the Exchange Agent to promptly, but in no event later than the Merger. At fifth business day after the receipt by the Exchange Agent of a particular Letter of Transmittal, advise the Company whether any defect, omission or other issue exists, regarding such Letter of Transmittal or the Certificates, that would prevent any Shareholder from receiving, at the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration its portion of the Merger ConsiderationConciliation. Upon surrender to the Exchange Agent of a Certificate, together with a properly executed and completed Letter of Transmittal, the remaining Merger Consideration holder of such Certificate shall be distributed as follows (as set forth on Schedule 2.3) entitled to, at the Effective Time, receive in exchange therefor Common Stock in the amount provided in SECTION 1.2(A), and such Certificate shall forthwith be canceled. No dividend will be disbursed with respect to the extent Certificates have been shares of Common Stock until the holder's shares are surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”exchange therefor in accordance with this SECTION 1.2(F). Until surrendered in connection herewithaccordance with the provisions of this SECTION 1.2(F), each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed represent for all corporate purposes only the right to evidence ownership of receive the amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have Merger Consideration without any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been convertedinterest thereon.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares Delivery of Company Common Stock shall and Merger Consideration. Prior to the Preliminary Closing, the Parent will deliver to each of the Shareholders a letter of transmittal, in substantially the form attached hereto as Exhibit 1.7, to be surrendered used for cancellation and termination in the Merger. At the Effective Time, each certificate purpose of surrendering all certificates representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant right to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of receive the Merger Consideration. As provided in Section 1.2(b), Parent shall at the remaining Final Closing deposit the Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) with an exchange agent selected by Parent and reasonably acceptable to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof Shareholders (the “Cash Escrow”"Exchange Agent"). Until surrendered in connection herewith, and each outstanding Certificate Shareholder shall at or after the Final Closing surrender for exchange certificates which immediately prior to the Effective Time represented represent shares of Company Common Stock, together with a properly completed and executed letter of transmittal (with such Shareholder's signature guaranteed by an eligible guarantor institution pursuant to any medallion signature guarantee program), to the Exchange Agent. At the time of such surrender of Company Common Stock to the Exchange Agent, each Shareholder shall be entitled to receive in exchange therefor the Merger Consideration. If such surrender is made at or prior to the Final Closing, then the Shareholder shall receive the Merger Consideration from the Exchange Agent at the Final Closing. After the Effective Time and until the outstanding certificates formerly representing shares EnviroSystems Agreement and Plan of Merger/Page 5 14 of the Company Common Stock are so surrendered, each outstanding certificate which, prior to the Effective Time, represented the Company Common Stock shall be deemed for all corporate purposes (except the payment of dividends) to evidence ownership of the amount of cash and Stock issuable upon conversion of such Merger Consideration into which the shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Company Common Stock represented thereby prior to such Effective Time shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been converted.

Exchange of Certificates. BMBC shall cause the Exchange Agent, within five (a5) At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and Business Days after the Effective Time, to mail to each holder of a Certificate or Certificates, a letter of transmittal for return to the holders Exchange Agent and instructions for use in effecting the surrender of shares the Certificates for the Merger Consideration and cash in lieu of fractional shares, if any, into which the FKF Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall be subject to the approval of FKF (which shall not be unreasonably withheld, conditioned or delayed) and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing the aggregate amount of Per Share Stock Consideration to which such former holder of FKF Common Stock shall cease have become entitled pursuant to have any rights in respect the provisions of such shares Section 3.1 hereof and their rights shall be solely in respect of (ii) a check representing the aggregate amount of Per Share Cash Consideration and cash and into payable in lieu of fractional shares of BMBC Common Stock (each rounded to the nearest whole cent) to which such shares former holder of FKF Common Stock shall have been convertedbecome entitled pursuant to the provisions of Section 3.1 hereof, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares.

Exchange of Certificates. (a) At From and after the ClosingEffective Time, each holder of an outstanding certificate or certificates representing not less than one hundred percent (100%the "Certificates") of the issued and outstanding which represented shares of Company Common Stock or Company Preferred Stock immediately prior to the Effective Time shall be have the right to surrender each Certificate to Parent, and receive in exchange for all Certificates held by such holder (i) a certificate representing the number of whole shares of Parent Common Stock, other than the Escrow Shares (as defined in Section 2.8), into which the Company Common Stock and Company Preferred Stock evidenced by the Certificates so surrendered for cancellation shall have been converted pursuant to Section 2.2(a) of this Agreement, and termination (ii) in the Merger. At the Effective Time, each certificate representing issued and outstanding shares case of holders of Company Common Stock (eachonly, a “Certificate”) documentation evidencing the Unit Options. The surrender of Certificates shall be canceled in exchange for the amount accompanied by duly completed and executed letters of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof transmittal (the “Cash Escrow”)" Letters of Transmittal") in the form of Exhibit D attached hereto. Until surrendered in connection herewithsurrendered, each outstanding Certificate which immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the amount number of cash and Stock issuable upon conversion of such whole shares of Parent Common Stock, Stock into which the shares of Company Common Stock and Company Preferred Stock have been converted but shall, subject to applicable appraisal rights under the PBCLCGCL and Section 2.2(e), have no other rights. Subject to appraisal rights under the PBCLCGCL and Section 2.2(e), from and after the Effective Time, the holders of shares of Company Common Stock and Company Preferred Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount Parent Common Stock (and, in the case of cash and the holders of shares of Company Common Stock only, the Unit Options) into which such shares of Company Common Stock and Company Preferred Stock have been converted.

Exchange of Certificates. As soon as reasonably practicable after the Effective Time, IntraLinks will mail or otherwise cause to be delivered to each Stockholder a letter of transmittal (a) At the Closing“Stockholder Letter of Transmittal”). After the Effective Time and upon delivery to IntraLinks by any Stockholder of a duly completed and validly executed Stockholder Letter of Transmittal, together with surrender for cancellation of the original certificate or certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation that were outstanding and termination in the Merger. At held by such Stockholder immediately before the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock Time (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration ), or an affidavit with respect to lost, stolen or destroyed Certificates pursuant to Section 2.1. After payment by 1.8(d), such Stockholder shall be entitled to receive in exchange therefor the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, Consideration to which such Stockholder is entitled pursuant to Section 1.6 (subject to the remaining Merger Consideration Holdback provisions of Section 1.6(d)) and the Certificate(s) so surrendered shall be distributed as follows (as set forth on Schedule 2.3) to cancelled. After the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the ShareholdersEffective Time, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewithuntil so surrendered, each outstanding Certificate which immediately that, prior to the Effective Time Time, represented shares of Company Common Stock shall will be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, for all corporate purposes, to evidence only the holders right to receive a portion of the Merger Consideration as provided in this Article I. The Merger Consideration paid upon the surrender of shares of Company Common Stock in accordance with the terms hereof shall cease be deemed to have any been paid in full satisfaction of all rights in respect of pertaining to such shares and their rights shares. Following the Effective Time, there shall be solely in respect no further registration of transfers on the transfer books of the amount Surviving Corporation of cash and into which such the shares of Company Common Stock have been convertedthat were outstanding immediately prior to the Effective Time.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) of the issued From and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At after the Effective Time, each holder of an outstanding certificate or certificates ("CERTIFICATES") which represented shares of Target Common Stock immediately prior to the Effective Time shall have the right to surrender each Certificate to Acquiror (or at Acquiror's option, an exchange agent to be appointed by Acquiror), and receive in exchange for all Certificates held by such holder a certificate representing issued and outstanding the number of whole shares of Company Acquiror Common Stock (each, a “Certificate”other than the Escrow Shares) into which the Target Common Stock evidenced by the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The surrender of Certificates shall be canceled accompanied by duly completed and executed Letters of Transmittal in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment such form as may be reasonably specified by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”)Acquiror. Until surrendered in connection herewithsurrendered, each outstanding Certificate which immediately prior to the Effective Time represented shares of Target Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount number of cash and Stock issuable upon conversion of such whole shares of Acquiror Common Stock, Stock into which the shares of Target Common Stock have been converted but shall, subject to applicable appraisal dissenter's rights under the PBCLDelaware Law and Section 2.3, have no other rights. Subject to appraisal dissenter's rights under the PBCLDelaware Law and Section 2.3, from and after the Effective Time, the holders of shares of Target Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and Acquiror Common Stock into which such shares of Target Common Stock have been converted. From and after the Effective Time, there shall be no further registration of transfers on the records of Target of shares of Target Common Stock outstanding immediately prior to the Effective Time.

Exchange of Certificates. (a) At Immediately prior to the Closing, certificates representing not less than one hundred percent Parent shall deposit, or shall cause to be deposited, with Foley & Lardner LLP (100%) the "Exchange Agent), for the benefit of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination Comxxxx Stoxxxxxxxrs certificates in the Mergernames of each such Company Stockholder evidencing the number of Merger Shares to be issued to such Company Stockholder in accordance with this Article II. At As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate representing issued and outstanding shares of Company Common Stock (eachor certificates which, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares evidenced outstanding Company Common Stock (collectively, the "Company Certificates") other than Dissenting Shares (if applicable), a letter of transmittal containing instructions for use in effecting the surrender of such Company Certificates to the Exchange Agent in exchange for certificates evidencing the relevant number of Merger Shares. Upon due surrender of such Company Certificates, each such Company Stockholder will be entitled to receive certificates evidencing the number of Merger Shares to be issued to such Company Stockholder in accordance with Section 2.1, and the Company Certificate so surrendered shall be forthwith cancelled. Until surrendered as contemplated by this Section 2.2, each Company Certificate evidencing Company Common Stock shall be deemed for all corporate purposes at any time after the Effective Time to evidence ownership only the right to receive, upon such surrender, the Merger Shares. No interest shall be paid on the Merger Shares. All Merger Shares issued upon exchange of the amount shares of cash and Company Common Stock issuable upon conversion in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been converted.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) all of the issued and outstanding shares of Company Common Stock (the “Certificates”) shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) Certificate shall be canceled in exchange for the amount of Initial Merger Consideration allocated to each Shareholder pursuant to Section 2.12.2(a). After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining The Initial Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered surrendered, at Closing (or thereafter upon surrender of Certificates): (i) the remaining Cash Consideration shall be wired to an account or accounts designated by the ShareholdersShareholder Representative for further distribution by the Shareholder Representative to the Shareholders in the amounts set forth on Schedule 2.2, less $1,135,000 175,000 which shall be placed in escrow to partially secure satisfy the obligations pursuant to Article XII hereof (the “Cash Escrow”)) and also less any fees and expenses pursuant to Section 7.5, and (ii) the Equity Consideration and the Restricted Equity Consideration shall be distributed by the Shareholder Representative to the Shareholders in the amounts set forth on Schedule 2.2, less 100,000 shares of Parent Common Stock issued as part of the Equity Consideration which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Stock Escrow”) and also less any fees and expenses pursuant to Section 7.5. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the form of Exhibit C attached hereto. Until surrendered in connection herewithwith an executed Letter of Transmittal, each outstanding Certificate which immediately prior to the Effective Time represented shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and shares of Parent Common Stock issuable upon conversion of such shares of Company Common Stock, but shall, subject to applicable appraisal rights under the PBCLORS and Section 2.2(e), have no other rights. Subject to appraisal rights under the PBCLORS and Section 2.2(e), from and after the Effective Time, the holders of shares of Company Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of their proportionate amounts of the amount of cash Initial Merger Consideration and into which such shares of Common Stock have been convertedthe Cash Earnout Consideration.

Exchange of Certificates. (a) At the Closing, certificates (the "CERTIFICATES") representing not less than one hundred percent (100%) all of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) Certificate shall be canceled in exchange for the amount in cash and a certificate representing the number of Merger Consideration whole shares of Parent Common Stock into which the Company Common Stock evidenced by the Certificates so surrendered has been converted pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company2.2(a)(ii) of all fees and expenses incurred by this Agreement. Such certificates representing shares of Parent Common Stock shall be delivered to the Company in connection with this Agreement in accordance with Section 7.5 from Shareholders on the Cash Consideration portion Closing Date. The cash component of the Merger ConsiderationClosing Payment shall, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall Closing, be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed Shareholders in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”)amounts set forth on SCHEDULE 2.2 attached hereto. Until surrendered in connection herewithsurrendered, each outstanding Certificate which immediately prior to the Effective Time represented shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership of (A) the number of whole shares of Parent Common Stock into which the shares of Company Common Stock have been converted and (B) the amount of cash and Stock issuable upon conversion of such shares of Company Common Stock, but shall, subject to applicable appraisal rights under the PBCL, shall have no other rights. Subject to appraisal rights under the PBCL, from From and after the Effective Time, the holders of shares of Company Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and Parent Common Stock into which such shares of Company Common Stock have been converted.

Exchange of Certificates. (a) At the Effective Time or as soon as practicable thereafter and in any event within seven (7) days of the Closing, certificates (the “Certificates”) representing not less than one hundred percent (100%) all of the issued and outstanding shares of Company Common Capital Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) Certificate shall be canceled in exchange for the amount of Merger Consideration cash consideration allocated to each Stockholder pursuant to Section 2.12.2(a). After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining The Initial Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) shall, to the extent Certificates have been surrendered surrendered, at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall ), be wired to an account or accounts designated by the ShareholdersStockholder Representative (as such term is defined in, the Escrow Agreement) for further distribution by the Stockholder Representative pro rata to the Stockholders in the amounts set forth on Schedule 2.2 attached hereto, less $1,135,000 ten percent (10.0%) thereof which shall be placed in escrow to partially secure satisfy the obligations pursuant to Article XII hereof (and less any fees and expenses pursuant to Section 7.5. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the “Cash Escrow”)form of Exhibit B attached hereto. Until surrendered in connection herewithwith an executed Letter of Transmittal, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Company Capital Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common Company Capital Stock, but shall, subject to applicable appraisal rights under the PBCLURBCA and Section 2.2(e), have no other rights. Subject to appraisal rights under the PBCLURBCA and Section 2.2(e), from and after the Effective Time, the holders of shares of Common Company Capital Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Company Capital Stock have been converted.

Exchange of Certificates. (a) At Immediately prior to the Closing, certificates representing not less than one hundred percent Pharmaceuticals shall deposit, or shall cause to be deposited, with Wxxxxx and Dxxx LLP (100%) the “Exchange Agent”), for the benefit of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination Stockholders certificates in the Mergernames of each such Company Stockholder evidencing the number of Merger Shares to be issued to such Company Stockholder in accordance with this Article II. At As soon as reasonably practicable after the Effective Time, Pharmaceuticals will instruct the Exchange Agent to deliver to each holder of record of a certificate representing issued and outstanding shares of Company Common Stock (eachor certificates which, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares evidenced outstanding Company Common Stock (collectively, the “Company Certificates”) a letter of transmittal containing instructions for use in effecting the surrender of such Company Certificates to the Exchange Agent in exchange for certificates evidencing the relevant number of Merger Shares. Upon due surrender of such Company Certificates, each such Company Stockholder will be entitled to receive certificates evidencing the number of Merger Shares to be issued to such Company Stockholder in accordance with Section 2.1, and the Company Certificate so surrendered shall be forthwith cancelled. Until surrendered as contemplated by this Section 2.2, each Company Certificate evidencing Company Common Stock shall be deemed for all corporate purposes at any time after the Effective Time to evidence ownership only the right to receive, upon such surrender, the Merger Shares. No interest shall be paid on the Merger Shares. All Merger Shares issued upon exchange of the amount shares of cash and Company Common Stock issuable upon conversion in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been converted.

Exchange of Certificates. Upon surrender to the Exchange Agent of ------------------------ a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (aA) At a certificate representing that number of whole shares of Parent Common Stock, if any, to which such holder is entitled pursuant to this Article II and (B) a check in the Closingamount equal to the cash, certificates representing not less than one hundred percent if any, to which such holder is entitled pursuant to the provisions of this Article II (100%including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(d) (together, the "Additional ---------- Payments")), and the Certificate so surrendered shall forthwith be cancelled. -------- In the event of the issued and outstanding a transfer of ownership of shares of Company Common Stock shall be surrendered for cancellation and termination which is not registered in the Merger. At transfer records of the Effective TimeCompany, each certificate the applicable Merger Consideration and Additional Payments, if any, may be issued to a transferee if the Certificate representing issued and outstanding such shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) is presented to the extent Certificates Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”)paid. Until surrendered in connection herewithas contemplated by this Section 2.04, each outstanding Certificate which immediately prior to shall be deemed at all times after the Effective Time represented to represent only the right to receive upon such surrender the applicable Merger Consideration with respect to the shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash formerly represented thereby and Stock issuable upon conversion of such shares of Common StockAdditional Payments, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the amount of cash and into which such shares of Common Stock have been convertedif any.

Exchange of Certificates. (a) The Principal Shareholders hereby authorize and direct the Company to deliver the certificates representing Company Common Shares ("Certificates") owned by them to Parent at the Closing upon fulfillment (or waiver by the Company) of each of the conditions set forth in Sections 7.01 and 7.03. At the Closing, certificates representing not less than one hundred percent (100%) each Certificate shall be canceled and exchanged and, simultaneously with such cancellation and exchange, a new certificate shall be issued to each Principal Shareholder and each other shareholder of the issued and outstanding Company (except with respect to Dissenting Shares), representing the number of shares of Parent Common Stock into which the Company Common Stock Shares formerly held by such shareholder shall be surrendered for cancellation and termination have been converted in the MergerMerger in accordance with Section 2.01(c) hereof, together with a check payable to such shareholder representing any payment of cash in lieu of fractional shares determined in accordance with Section 2.02(d) hereof. At From and after the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares of Company Common Stock Shares shall be deemed for all corporate purposes to evidence ownership of represent only the amount of cash and Stock issuable upon conversion of such right to receive the shares of Common Stock, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, the holders of shares of Parent Common Stock and a cash payment, if any, contemplated by the preceding sentence, and the holder of each such Certificate shall cease to have any rights with respect to the Company Common Shares formerly represented thereby other than as provided in respect this Agreement. All of such the shares and their rights of Parent Common Stock issued in the Merger shall be solely in respect duly authorized, validly issued, fully paid and nonassessable and, at the time of issuance, shall be free and clear of all liens, claims, encumbrances, security interests and rights of redemption (together, "Liens"), other than those Liens created by or arising by action of the amount shareholders of cash and into which such shares of Common Stock have been convertedthe Company.

Exchange of Certificates. (a) At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At 2.5.1 On or before the Effective Time, each certificate representing the Parent shall deposit or cause to be deposited in trust with a bank or trust company mutually acceptable to the Parent and the Company (the "Exchange Agent") cash in the aggregate amount required to make the payments in respect of (i) the Company Common Stock issued and outstanding shares at the Effective Time (other than Dissenting Shares and Parent Shares, if any), and (ii) the Company Options (as defined in Section 2.6) (collectively, the "Merger Consideration"), such sum being hereinafter referred to as the "Exchange Fund." The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for in this Article 2 out of the Exchange Fund. If any cash deposited with the Exchange Agent pursuant to this Section 2.5 remains unclaimed by the former stockholders or former option holders of the Company Common Stock following the expiration of nine months after the Effective Time, such cash (each, a “Certificate”together with all interest earned thereon) shall be canceled in exchange for delivered, upon demand, to the amount of Merger Consideration pursuant to Section 2.1. After payment Parent by the Company (or by Parent as directed by the Company) Exchange Agent and, thereafter, any former stockholders and any former option holders of all fees and expenses incurred by the Company in connection who have not heretofore complied with this Agreement Article 2 shall be entitled to look only to the Parent (subject to abandoned property, escheat or similar laws) as general creditors thereof with respect to the payment of their claim for any Merger Consideration; provided, however, that the term "former option holders" shall not include any holder of a Company Option who has not consented to its cancellation in accordance with Section 7.5 from 2.5.3. 2.5.2 As soon as reasonably practicable following the Cash Consideration portion of the Merger ConsiderationClosing Date, the remaining Merger Consideration Parent shall be distributed as follows (as set forth on Schedule 2.3) instruct the Exchange Agent to the extent Certificates have been surrendered at Closing (mail to each holder of record of a certificate or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (collectively, the "Certificates") and to each holder of an agreement evidencing a Company Option who has consented to its cancellation in accordance with Section 2.5.3 (each such agreement as to which such consent has been obtained being hereinafter called an "Option Agreement"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and the Option Agreements shall pass, only upon delivery of the Certificates and the Option Agreements to the Exchange Agent 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 the Certificates and the Option Agreements for payment therefor. 2.5.3 After the Effective Time, each holder of shares of Company Common Stock or Option Agreements shall surrender and deliver the Certificates or Option Agreements, as the case may be, to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, following the Effective Time, the holder shall be entitled to receive in exchange therefor, a check in the amount of the cash payment which such holder is entitled to receive pursuant to this Article 2, and such Certificates and Option Agreements shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Option Agreements. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) 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 that such tax has been paid or is not applicable. Until so surrendered, each outstanding Certificate or Option Agreement after the Effective Time shall be deemed for all corporate purposes to evidence ownership the right to receive such payment of cash, without any interest thereon. 2.5.4 Subject to applicable law with respect to any Company Option whose holder has not consented to its cancellation in accordance with Section 2.5.3, at the Effective Time, the stock transfer books of the amount Company shall be closed and no transfer of cash and Stock issuable upon conversion of such shares of Company Common StockStock shall be made thereafter. In the event that, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, Certificates or Option Agreements are presented to the holders of shares of Common Stock shall cease to have any rights in respect of such shares and their rights Surviving Corporation or the Parent, they shall be solely canceled and exchanged for cash as provided in respect of the amount of cash and into which such shares of Common Stock have been converted.this Article 2. 2.6

Exchange of Certificates. (a) At Subject to the Closingprovisions regarding the treatment of fractional shares herein and after deduction of the contributions of the Company shareholders to the Escrow as specified in the Escrow Agreement, Parent shall, as promptly as practicable after the Effective Time, make available stock certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Parent Common Stock shall be surrendered for cancellation and termination issued in the MergerMerger to the persons legally entitled thereto upon surrender of certificates which immediately prior to Effective Time represented Shares. At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for Share converted into the amount of right to receive the Merger Consideration pursuant to Section 2.1. After payment by the Company 3.1(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (or by Parent as directed by the Companya "Certificate") of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Considerationshall, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates such Certificate represents such Shares, cease to have been surrendered at Closing (or thereafter any rights with respect thereto, except the right to receive the Merger Consideration applicable thereto, upon surrender of Certificates) such Certificate. After the remaining Cash Consideration Effective Time there shall be wired to an account or accounts designated by no transfers on the Shareholders, less $1,135,000 which shall be placed in escrow to partially secure stock transfer books of the obligations pursuant to Article XII hereof (Surviving Corporation of the “Cash Escrow”). Until surrendered in connection herewith, each Shares that were outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and Stock issuable upon conversion of such shares of Common StockTime. If, but shall, subject to applicable appraisal rights under the PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and after the Effective Time, Certificates are presented to the holders of shares of Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for Parent Common Stock shall cease and cash in lieu of any fractional share as provided in this Article III, except as otherwise provided by law and as adjusted for any dividends paid or other distributions made after the Effective Time with respect to have any rights in respect of Parent Common Stock, if the record date set for such shares and their rights shall be solely in respect of dividends or distributions is a date occurring after the amount of cash and into which such shares of Common Stock have been convertedEffective Time.