Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange 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 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered 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. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior Promptly after the Effective Time, CIBER shall deposit, or shall cause to the Closing Date, Parent shall select be deposited with CIBER's Corporate Secretary or a reputable bank or trust company to act as exchange agent in the Merger third party selected by CIBER (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent ) (i) certificates representing the shares of Parent CIBER Common Stock issuable pursuant to this Section 1 Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(g). The shares of Parent CIBER 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 shall mail to the registered record holders of Company SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company SCB Stock Certificates shall be effected, and risk of loss and title to Company SCB Stock Certificates shall pass, only upon delivery of such Company SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company SCB Stock Certificates in exchange for certificates representing Parent CIBER Common StockStock and cash. Subject to Section 1.5(d), upon Upon surrender of a Company an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal transmittal, and such other documents as may be reasonably required by the Exchange Agent or ParentCIBER, (A1) the holder of such Company SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.5, and (B2) the Company SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) the Merger Consideration as contemplated by Section 1.52.5. If any Company SCB Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent CIBER Common Stock, require the owner of such lost, stolen or destroyed Company SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company SCB Stock Certificate with respect to the shares of Parent CIBER Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company SCB Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company SCB Stock Certificates as of the date 180 days after the date on which Effective Time shall become the Merger becomes effective shall be delivered to Parent upon demand, and any holders general funds of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockCIBER. (e) Each of the The Exchange Agent, Parent and the Surviving Corporation Agent 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 SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under 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. (f) Neither Parent CIBER nor the Surviving Corporation shall be liable to any holder or former holder of Company SCB Common Stock or to any other Person with respect to any shares of Parent CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, but in no event later than two 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 1, and (ii) 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 any event not later than five business days after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary the form and containing such provisions attached hereto 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)Exhibit F, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) 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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing 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"). Promptly As promptly as practicable after the Effective Time, Parent shall deposit with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.5; and (ii) 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 promptly as practicable after the Effective Time, the Exchange Agent will mail to the registered 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 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. Subject to Section 1.5(d), upon 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, : (A) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), ; and (B) 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 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 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 Company Stock Certificate to any Person who was an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company at the time of the Company Stockholders' Meeting (as defined in Section 5.2(a)) until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement required by Section 5.9. (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 with respect to the shares of Parent Common Stock represented thereby, 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. Subject to applicable Legal Requirements (at which time including applicable abandoned property, escheat or similar laws), following surrender of any such Company Stock Certificate, the Exchange Agent will deliver to the record holder shall be entitled to receive all such dividends and distributionsthereof, without interest): (i) a certificate representing the number of whole shares of Parent Common Stock issued in exchange therefor along with cash in lieu of any fractional share pursuant to Section 1.5(d) and the amount of any such dividends or other distributions with a record date after the Effective Time (and with a payment date prior to the date of surrender of such Company Stock Certificate) payable with respect to such whole shares of Parent Common Stock; and (ii) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time (and with a payment date on or subsequent to the date of surrender of such Company Stock Certificate) payable with respect to such whole shares of Parent Common Stock. (de) 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (ef) 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 under 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. (fg) 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 propertyproperty law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent Veeco shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT"). Promptly after the Effective Time, Parent Veeco shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock Veeco Shares issuable pursuant to this Section 1 Article II and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)2.05(d) hereof. The shares of Parent Common Stock Veeco Shares 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 herein collectively as the "Exchange FundEXCHANGE FUND." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates Certificates: (i) a letter of transmittal in customary form and containing such provisions as Parent Veeco 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 StockVeeco Shares as contemplated by this Article II. Subject to Section 1.5(d), upon 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 ParentVeeco, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock whole Veeco Shares that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any 2.05 hereof (and an appropriate amount of cash in lieu of any fractional share(s) pursuant to the provisions of Section 1.5(dVeeco Share otherwise issuable), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.07, 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 Veeco Shares (and an appropriate amount of cash in lieu of any fractional share of Parent Common StockVeeco Share otherwise issuable) as contemplated by Section 1.5this Article II. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent Veeco may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common StockVeeco Shares 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 Veeco may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Veeco or the Surviving Corporation with respect to such Company Stock Certificate. (c) No certificates representing Veeco Shares shall be issued in exchange for any Company Stock Certificate to any Person who may be a Company Affiliate until such Person shall have delivered to Veeco and the Company a duly executed Company Affiliate Agreement or Veeco Affiliate Agreement (as applicable), as contemplated by Section 5.21 hereof. (d) No dividends or other distributions declared or made with respect to Parent Common Stock Veeco Shares 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 represented thereby, Veeco Shares 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 2.07 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar Laws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange 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 Effective Time shall be delivered to Parent Veeco upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 2.07 shall thereafter look only to Parent Veeco for satisfaction of their claims for Parent Common StockVeeco Shares, cash in lieu of fractional shares of Parent Common Stock Veeco Shares and any dividends or distributions with respect to Parent Veeco Shares Common Stock. (ef) Each of the Exchange Agent, Parent Veeco and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Merger 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 under 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 Merger Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (fg) Neither Parent Veeco 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 Veeco Shares (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty Law, escheat Law or similar Legal RequirementLaw.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly 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) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(f). 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 registered 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. Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(sshare of Parent Common Stock) pursuant to the provisions of Section 1.5(d), and (B2) 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 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 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 represented thereby, 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 entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (de) 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ef) 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 under 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. (fg) 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 propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent (on behalf of US Corp. and Merger Sub) shall deposit with a nationally recognized financial institution designated by Parent (on behalf of US Corp. and Merger Sub) and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock whose shares are converted into the right to receive the Merger Consideration pursuant to this Article II, for exchange in accordance with this Article II, through the Exchange Agent (i) certificates representing the Agent, shares of Parent Common Stock (which shall be in non-certificated book entry form unless a physical certificate is requested) issuable pursuant to this Section 1 2.01 in exchange for outstanding shares of Company Common Stock. Prior to the Effective Time, Merger Sub shall provide to the Exchange Agent all of the cash necessary to pay the cash portion of the aggregate Merger Consideration for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01 and shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.02(c) (ii) such shares of Parent Common Stock and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Merger Sub shall assume that there will not be any fractional shares of Parent Common Stock. Merger Sub shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to make payments pay cash in lieu of fractional shares in accordance with Section 1.5(d2.02(e). The shares Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration in accordance with this Section 2.02 out of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with Fund. The Exchange Fund shall not be used for any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundother purpose." (b) As Parent (on behalf of US Corp. and Merger Sub) shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose shares were converted into the Exchange Agent will mail right to receive the registered holders of Company Stock Certificates Merger Consideration pursuant to Section 2.01(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 Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent (on behalf of US Corp. and Merger Sub) may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeor to such other agent or agents as may be appointed by Parent (on behalf of US Corp. and Merger Sub), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing (A) the Per Share Cash Amount with respect to which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, (B) the number of whole shares of Parent Common Stock that (which shall be in non-certificated book entry form unless a physical certificate is requested) which the aggregate number of shares of Company Common Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to the provisions of Section 1.5(a)(iiiand (C) together with any cash in lieu of fractional share(s) pursuant to the provisions shares of Parent Common Stock as set forth in Section 1.5(d2.02(e), and (B) the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. Until 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 may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 1.8(b)2.02, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Parent Company Common Stock (and theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash in lieu payable upon surrender 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 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) 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 formerly representing Company Common Stock Certificate with respect to the shares of Parent Common Stock represented therebyissuable upon surrender thereof, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 2.02(e), in each case until the surrender of such Company Stock Certificate in accordance with this Section 1.8 Article II. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the shares of Company Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which time such holder is entitled pursuant to Section 2.02(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 and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock. After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II. (e) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Common Stock pursuant to Section 2.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.02(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to receive all such dividends and distributionsan amount in cash, without interest, rounded down to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and (B) an amount equal to the average of the closing sale prices of the Parent Common Stock on Nasdaq for each of the five (5) trading days immediately prior to the Closing Date. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Common Stock in lieu of any fractional share interests in Parent Common Stock, the Exchange Agent shall make available such amounts, without interest, to the holders of Company Common Stock entitled to receive such cash. (df) Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock Certificates as of the date 180 days for six months after the date on which the Merger becomes effective Effective Time shall be delivered to Parent (on behalf of the Surviving Corporation), upon demand, and any holders holder of Company Common Stock Certificates who have has not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only to Parent (on behalf of the Surviving Corporation) for satisfaction payment of their claims its claim for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock Merger Consideration and any dividends or distributions with respect to Parent Common StockStock as contemplated by Section 2.02(c)(ii). (eg) Each None of Parent, US Corp., Merger Sub, Merger LLC, the Company, the Surviving Corporation, the Surviving Company or 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 under 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. (f) Neither Parent nor the Surviving Corporation Agent shall be liable to any holder or former holder Person in respect of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for cash from the Exchange Fund (including any cash amounts, amounts delivered to any Parent in accordance with Section 2.02(f)) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Legal RequirementLaw. If any Certificate has not been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration or any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c)(i) in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent (on behalf of US Corp. and Merger Sub), the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered. (i) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent (on behalf of Merger Sub), on a daily basis; provided, however, that any investment of cash in the Exchange Fund shall in all events be limited to investment in direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government, or in funds investing solely in such obligations, and that no such investment or loss thereon shall affect the amounts payable to holders of Company Common Stock pursuant to Article II. Any interest and other income resulting from such investments shall be paid to Merger Sub. If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under this Article II, Parent shall take all steps necessary to promptly deposit with the Exchange Agent additional Merger Consideration or other cash sufficient to make all payments required under this Agreement, and Parent shall in any event be liable for payment thereof. (j) Parent (on behalf of Merger Sub) shall be entitled to deduct and withhold from the consideration otherwise payable in respect of the Transactions such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, federal, provincial, territorial, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts shall be treated as paid to the Persons otherwise entitled to such amounts. If the amount withheld and paid over is in respect of consideration other than cash, the Surviving Corporation or other payor will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable to the Person entitled to such amount, sold such consideration on behalf of such Person for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

Exchange of Certificates. (a) Prior to the Closing Datemailing of the Proxy Statement, Parent shall select enter into an agreement with a reputable bank or trust company to act as exchange agent in the Merger designated by Parent (the "Exchange Agent"). Promptly after the Effective Time, providing that Parent shall deposit with the Exchange Agent as of the Effective Time, for the benefit of the holders of the Company Shares, for exchange in accordance with Sections 2.3 and 2.4 and this Section 2.7 through the Exchange Agent, (i) cash in an amount equal to the aggregate amount payable pursuant to Sections 2.3 and 2.5, (ii) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 Sections 2.3 and 2.5 and (iiiii) cash sufficient in an amount equal to make payments the aggregate amount required to be paid in lieu of fractional shares in accordance with interests of Parent Common Stock pursuant to Section 1.5(d). The 2.10 (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 shares, are thereto with a record date after the Effective Time and the cash referred to collectively in clause (iii) of this Section 2.7 being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the cash and the Parent Common Stock contemplated to be issued pursuant to this Article II from the Exchange Fund in accordance with this Agreement. Until they are distributed, the shares of Parent Common Stock held by the Exchange Agent shall be deemed to be outstanding, but the Exchange Agent shall not vote such shares or exercise any rights of a stockholder with regard thereto." (b) As soon as practicable after the Effective Time, the Exchange Agent will shall mail to the registered holders each holder of record of a certificate representing shares of Company Common Stock Certificates (a "Certificate") whose shares were 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 (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 the Certificate(s) in exchange for certificates representing Parent Common Stockthe Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate such Certificate(s) for cancellation to the Exchange Agent for exchangeAgent, 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, (A) the holder of such Company Stock Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that and cash which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iiiSections 2.3 and 2.10, and the Certificate(s) together with so surrendered shall forthwith be canceled. (c) If any cash or any certificate representing Parent Shares is to be paid to or issued in lieu a name other than that in which a Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of fractional share(s) pursuant shares of Parent Common Stock may be issued to a person other than the provisions of Section 1.5(d), and (B) person in whose name the Company Stock Certificate so surrendered is registered, if such Certificate shall be canceledproperly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of cash or the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the cash, the certificate representing shares of Parent Common Stock (and or cash in lieu of any fractional share shares of Parent Common Stock) , as contemplated by Section 1.5applicable. 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) 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 the holder of or will accrue on any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)cash so payable. (d) Any portion If any holder of the Exchange Fund that remains undistributed to holders of converted Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Shares shall be delivered unable to Parent upon demandsurrender such holder's Certificates because such Certificates shall have been lost or destroyed, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash such holder may deliver in lieu of fractional shares of Parent Common Stock thereof an affidavit and any dividends or distributions indemnity bond in form and substance and with respect surety reasonably satisfactory to Parent Common StockParent. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as an exchange agent in the Merger (the "“Exchange Agent"”). Promptly Parent shall make available to the Exchange Agent (by instruction to Parent’s transfer agent) (i) 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 1.5 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued) and (ii) as needed, 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 shall mail to the registered record holders of Company Stock Certificates Equity (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 proper delivery of such the Company Stock Equity Certificates to the Exchange AgentAgent or, in the case of Book Entry Equity, 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 Equity Certificates and Book Entry Equity in exchange for certificates representing Parent Common StockStock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued). Subject Exchange of any Book Entry Equity shall be effected in accordance with the Exchange Agent’s customary procedures with respect to Section 1.5(d), upon securities represented by book entry. Upon surrender of a Company Stock Equity Certificate or Book Entry Equity 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, (A) the holder of such Company Stock Equity Certificate or Book Entry Equity 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B) the . The Company Stock Equity Certificate or Book Entry Equity so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Equity Certificate or Book Entry Equity shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Equity 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 Equity Certificate to provide an appropriate affidavit 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 with respect to such Company Stock Equity Certificate. (c) 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 Equity Certificate or Book Entry Equity with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Equity Certificate or Book Entry Equity in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat law or similar Legal Requirement, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Equity Certificates or Book Entry Equity 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 Equity Certificates or Book Entry Equity who have not theretofore surrendered their Company Stock Equity Certificates or Book Entry Equity in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock Stock, and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent 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 Equity such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Equity 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 any applicable abandoned propertyproperty law, escheat law, or similar Legal Requirement.

Exchange of Certificates. (a) Prior At or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit authorize the issuance of and shall make available to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”), for the benefit of the holders of Company Stock Certificates and holders of Company Stock issued by book entry for exchange in accordance with the Exchange Agent this ARTICLE I, (i) certificates representing a sufficient number of shares of Parent Common Stock, to be issued by book-entry transfer, for payment of the Merger Consideration pursuant to Section 1.4(a) and (ii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)1.8. The Such amount of 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 shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable thereto paid after the Effective Time, are referred to as the “Conversion Fund.” Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within two Business Days after the Closing Date, Parent shall cause the Exchange Agent will to mail to the registered holders each holder of record of Company Stock Certificates (iexcluding Dissenting Shares) a letter of transmittal (“Letter of Transmittal”) in customary a form and containing such provisions as Parent may reasonably specify (including a provision confirming and the Company mutually agree, 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 Company Stock Certificates certificates to the Exchange Agent), and (ii) together with instructions for use in effecting the surrender of the Company Stock Certificates pursuant to this Agreement. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in exchange other representative capacities (“Share Representatives.”) may submit multiple Letters of Transmittal, provided that such Share Representative certifies that each such Letter of Transmittal covers all the shares of Company Common Stock held by each such Share Representative for certificates representing Parent a particular beneficial owner. Any holder of Company Stock issued by book entry shall not be required to deliver a Company Stock Certificate but shall be required to deliver an executed Letter of Transmittal to receive the Merger Consideration with respect to such book entry shares of Company Common Stock. Subject As used in this Agreement, “Business Day.” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Paris, Illinois, are authorized or required by law or other government action to Section 1.5(d), upon close. (c) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent for exchangeAgent, together with a properly completed Letter of Transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentexecuted, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration deliverable in respect of the shares of Parent Company Common Stock that represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate; thereupon such Company Stock Certificate shall forthwith be deemed, from and after cancelled. No interest will be paid or accrued on the Effective Time, to represent only the right to receive shares Merger Consideration deliverable upon surrender of Parent Common Stock (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 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. (cd) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) No dividends or other distributions declared or made with respect to Parent Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to until the shares of Parent Common Stock represented thereby, until such holder surrenders thereof shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time such ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive all any such dividends and or other distributions, without interest)interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Parent Common Stock into which such holder’s Company Common Stock shall have been converted. (df) Any portion of the Exchange Conversion Fund that remains undistributed to holders of Company Stock Certificates as unclaimed by the shareholders of the date 180 days Company twelve months after the date on which the Merger becomes effective Effective Time shall be delivered paid to Parent upon demandthe Surviving Company, and any holders or its successors in interest. Any shareholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 ARTICLE I shall thereafter look only to Parent the Surviving Company, or its successors in interest, for satisfaction the issuance of their claims for Parent Common Stock, the Merger Consideration and the payment of cash in lieu of any fractional shares deliverable in respect of Parent such shareholders’ shares of Company Common Stock Stock, as well as any accrued and any unpaid dividends or distributions with respect to Parent Common Stock. (e) Each on such Merger Consideration. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable Agent 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of shares of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amount delivered in good faith to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws. (g) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the Merger Consideration and cash in lieu of any fractional shares deliverable in respect thereof pursuant to this Agreement, as applicable.

Exchange of Certificates. (a) Prior Promptly after the Effective Time, CIBER shall deposit, or shall cause to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger be deposited with CIBER's Corporate Secretary (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent ) (i) certificates representing the shares of Parent CIBER Common Stock issuable pursuant to this Section 1 Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(k). The shares of Parent CIBER 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 registered record holders of Company ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company ALPHANET Stock Certificates shall be effected, and risk of loss and title to Company ALPHANET Stock Certificates shall pass, only upon delivery of such Company ALPHANET Stock Certificates to the Exchange Agent), (ii) an election form (the "Election Form") providing for such holders to make the Stock Election or the Cash Election with respect to each ALPHANET Stock Certificate, and (iiiii) instructions for use in effecting the surrender of Company ALPHANET Stock Certificates in exchange for certificates representing Parent CIBER Common StockStock or for cash. Subject Any election other than a deemed Cash Election shall be validly made only if the Exchange Agent shall have received by noon on a date (the "Election Deadline") to Section 1.5(d)be decided upon by CIBER (which date shall not be later than 20 days after the mailing of the letter of transmittal, upon Election Form and instructions) an Election form properly completed and executed by such holder accompanied by such holders Certificates, or by an appropriate guarantee of delivery of such Certificates. Any holder of ALPHANET Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and executed, or revoke an election by written notice to the Exchange Agent, if the revised Election Form or the written notice, as the case may be, is received by the Exchange Agent prior to the Election Deadline. Upon surrender of a Company an ALPHANET Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal transmittal, Election Form and such other documents as may be reasonably required by the Exchange Agent or ParentCIBER, (A1) the holder of such Company ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) or the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.5, and (B2) the Company ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common the Stock Consideration (and together with cash in lieu of any fractional share of Parent CIBER Common Stock) or the Cash Consideration as contemplated by Section 1.52.5. If any Company ALPHANET Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent CIBER Common Stock, require the owner of such lost, stolen or destroyed Company ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company ALPHANET Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company ALPHANET Stock Certificate with respect to the shares of Parent CIBER Common Stock represented therebyStock, if any, that such holder has the right to receive in the Merger until such holder surrenders such Company ALPHANET Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company ALPHANET Stock Certificates as of the date 180 days after the date on which Effective Time shall become the Merger becomes effective shall be delivered to Parent upon demand, and any holders general funds of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockCIBER. (e) Each of the The Exchange Agent, Parent and the Surviving Corporation Agent 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 ALPHANET Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under 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. (f) Neither Parent CIBER nor the Surviving Corporation shall be liable to any holder or former holder of Company ALPHANET Common Stock or to any other Person with respect to any shares of Parent CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE 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 1 and (ii) 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 FundEXCHANGE FUND." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such customary 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. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.be

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent Horizons shall select a reputable bank authorize Registrar & Transfer Company, or trust company such other firm as is reasonably acceptable to act Analysts, to serve as exchange agent in the Merger hereunder (the "“Exchange Agent")”) pursuant to an agreement reasonably acceptable to Analysts. Promptly after At or immediately following the Effective Time, Parent Horizons shall deposit cause to be deposited in trust with the Exchange Agent, for the benefit of the holders of Analysts Common Stock, certificates representing the number of whole shares of Horizons Common Stock to which the holders of Analysts Common Stock are entitled under this Article II, and shall agree in writing with the Exchange Agent (i) certificates representing to deposit in trust with the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) Exchange Agent, as needed, cash sufficient to make payments in lieu of pay for fractional shares in accordance with Section 1.5(d2.05 (such cash amounts and certificates are referred to herein collectively as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions received from Horizons, deliver the number of shares of Parent Horizons Common Stock and pay the amounts of cash amounts so deposited with provided for in Section 2.05 out of the Exchange AgentFund. Additional amounts of cash, together with any dividends or distributions received if any, needed from time to time by the Exchange Agent with respect to such shares, are referred to collectively as make payments for fractional shares shall be provided by Horizons and shall become part of the "Exchange Fund. The Exchange Fund may not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed by Analysts and Horizons before the Effective Time. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Horizons. Any interest and other income resulting from such investments will be paid to Horizons." (b) As soon as practicable after the Effective Time, the Exchange Agent will shall mail and otherwise make available to each record holder (other than Horizons, JV Merger and Analysts or any of their Subsidiaries who, as of the registered holders Effective Time, was a holder of Company Stock Certificates (i) a Certificate a letter of transmittal and instructions for use in customary form effecting the surrender of the Certificate for payment therefor and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates conversion thereof. Delivery shall be effected, and risk of loss and title to Company Stock Certificates the Certificate shall pass, only upon proper 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. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeand the letter of transmittal shall so reflect. (c) Upon surrender to the Exchange Agent of a Certificate representing shares of Analysts Common Stock, together with a duly executed the letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate (i) one or more certificates as requested by the holder (properly issued, executed, and countersigned, as appropriate) representing the number of whole shares of Parent Horizons Common Stock to which that such holder has the right to receive of Analysts Common Stock is entitled pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.01, and (Bii) as to any fractional share, a check representing the Company Stock cash consideration to which the holder is entitled under Section 2.05, and the Certificate so surrendered shall be canceled. Until No interest will be paid or accrued on any cash payable for fractional shares upon surrender of a Certificate. Horizons shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of Horizons Common Stock if the certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided , however , that Horizons shall not pay any transfer or other tax if payment of any such tax by Horizons would cause the Merger to fail to qualify as contemplated a tax-free reorganization under the Code. If any portion of the applicable Merger Consideration to be received pursuant to this Article II upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting the exchange shall pay in advance any transfer or other taxes required by reason of the issuance of the applicable Merger Consideration to such other person, or establish to the satisfaction of the Exchange Agent that the tax has been paid or that no tax is applicable. (d) From the Effective Time until surrender in accordance with this Section 1.8(b)2.06, each Company Stock Certificate (other than any Certificates representing shares held of record by Horizons, JV Merger or Analysts or any of their Subsidiaries) shall be deemed, from for all corporate purposes other than the payment of dividends or other distributions, to evidence the ownership of the applicable Merger Consideration into which those shares of Analysts Common Stock shall have been converted. No dividends or other distributions that are otherwise payable with respect to the applicable Merger Consideration will be paid to persons entitled to receive the applicable Merger Consideration until they surrender their Certificates. Subject to the effect of applicable abandoned property, escheat, and similar laws, promptly after surrender of a Certificate, there shall be paid to the person in whose name the applicable Merger Consideration is issued any dividends or other distributions on such applicable Merger Consideration that shall have a record date on or after the Effective TimeTime and before surrender, to represent only provided that if the right payment date for any dividend or other distribution is after the date of surrender, the payment shall be made on the payment date. Persons entitled to receive shares dividends or other distributions shall not be entitled to receive interest on them. Horizons shall make available to the Exchange Agent from time to time the cash necessary to make payments of Parent dividends or other distributions on Horizons Common Stock and any such cash shall become part of the Exchange Fund. (and cash in lieu e) In the case of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen stolen, or destroyeddestroyed Certificate, Parent maythe holder thereof may be required, in its discretion and as a condition precedent to the issuance delivery to the holder of any certificate representing Parent Common Stockthe consideration described in Section 2.01 and 2.05, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver to Horizons a written indemnity agreement in form and substance reasonably acceptable to Horizons and, if reasonably deemed advisable by Horizons, a bond (in such reasonable sum as Parent Horizons may reasonably direct) 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) 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 Horizons with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled alleged to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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 paidlost, stolen, or destroyed. (f) Neither Parent nor After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation or Horizons of the shares of Analysts Common Stock that were outstanding immediately before the Effective Time. If, on or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or canceled and exchanged for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementthe consideration described in Sections 2.01 and 2.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent CIBER shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent CIBER shall deposit with the Exchange Agent (i) certificates representing the shares of Parent CIBER Common Stock issuable pursuant to this Section 1 Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 1.5(d)2.5. The shares of Parent CIBER 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 registered record holders of Company ARIS Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company ARIS Stock Certificates shall be effected, and risk of loss and title to Company ARIS Stock Certificates shall pass, only upon delivery of such Company ARIS Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company ARIS Stock Certificates in exchange for certificates representing Parent CIBER Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company ARIS 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 ParentCIBER, (A1) the holder of such Company ARIS Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent CIBER Common Stock and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) 2.5 (together with any cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dCIBER Common Stock), and (B2) the Company ARIS Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company ARIS Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent CIBER Common Stock Stock, the Cash Consideration (and together with cash in lieu of any fractional share of Parent CIBER Common Stock) as contemplated by Section 1.52.5. If any Company ARIS Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent CIBER Common Stock, require the owner of such lost, stolen or destroyed Company ARIS Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company ARIS Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company ARIS Stock Certificate with respect to the shares of Parent CIBER Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company ARIS Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company ARIS Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent CIBER upon demand, and any holders of Company ARIS Stock Certificates who have not theretofore surrendered their Company ARIS Stock Certificates in accordance with this Section 1.8 2.7 shall thereafter look only to Parent CIBER for satisfaction of their claims for Parent CIBER Common Stock, cash in lieu of fractional shares of Parent CIBER Common Stock and any dividends or distributions with respect to Parent CIBER Common Stock. (e) Each of the Exchange Agent, Parent Agent and the Surviving Corporation CIBER 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 ARIS Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under 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. (f) Neither Parent CIBER nor the Surviving Corporation shall be liable to any holder or former holder of Company ARIS Common Stock or to any other Person with respect to any shares of Parent CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange 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 1 1, and (ii) 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, Parent will cause the Exchange Agent will mail to the registered 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. Subject to Section 1.5(d), upon 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, (A) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B) 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 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) 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 represented thereby, 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 entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange 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 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) 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 propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to As of the Closing DateEffective Time, Parent shall select a reputable bank or trust company to be designated by the Parent or the New Parent prior to the record date for the Special Meeting and consented to by the Company (such consent not to be unreasonably withheld or delayed) (the "Exchange Agent") shall act as exchange agent in effecting the exchange, for the Company Merger Consideration, of certificates (the "Certificates") that, prior to the Effective Time, represented Company Shares entitled to exchange pursuant to Section 2.1(a)(i). The New Parent shall deposit with the Exchange AgentAgent in trust for the benefit of the holders of Certificates formerly representing Company Shares, cash together with certificates for such number of shares of New Parent Common Stock into which the Company Shares are converted pursuant to Section 2.1(a)(i)(together with any dividends or distributions with respect thereto with a record date after the Effective Time, the "Exchange Fund"). Promptly after the Effective TimeTime (but in any event within three business days thereof), the New Parent shall deposit cause to be mailed to each record holder of Certificates that immediately prior to the Effective Time represented Company Shares (and which shall not previously have been surrendered in connection with a Stock Election) a form of letter of transmittal and instructions for use in surrendering such Certificates and receiving the Company Merger Consideration therefor. Subject to any applicable withholding tax requirements, upon the surrender of each such Certificate together with a duly completed and executed letter of transmittal, the Exchange Agent shall (ix) certificates pay to the holder of such Certificate formerly representing Company Shares cash equal to the amount of cash due such holder after giving effect to any Stock Election made by such holder and (y) issue to the holder of such Certificate a certificate for that number of shares of the New Parent Common Stock issuable pursuant equal to this Section 1 the number of shares of New Parent Common Stock due under the Company Merger Consideration elected by such holder, and (ii) such Certificate shall forthwith be cancelled. Only certificates for whole shares of New Parent Common Stock shall be issued, with cash sufficient to make payments paid in lieu of fractional shares as provided in accordance with Section 1.5(d)2.4(b) below. The shares of Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Shares held by New Parent or the Company or Dissenting Shares) shall represent solely the right to receive the Company Merger Consideration therefor. If any certificates for New Parent Common Stock and cash amounts so deposited with are to be issued to a person other than the Exchange Agentholder in whose name the Certificate formerly representing Company Shares surrendered in exchange therefor is registered, together with any dividends or distributions received by it shall be a condition to such issuance that the person requesting such issuance shall pay to the Exchange Agent with respect any transfer or other taxes required by reason of the issuance of such certificates for New Parent Common Stock to a person other than the registered holder of the Certificate surrendered, or such sharesperson shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, are referred neither the Exchange Agent nor any party hereto shall be liable to collectively as the "Exchange Funda holder of Company Shares for any Company Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws." (b) No fractional shares of New Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of the New Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the New Parent. As soon promptly as practicable after following the Effective Time, the Exchange Agent will mail New Parent shall pay to each record holder of Company Shares an amount in cash, if any, equal to the registered holders of Company Stock Certificates product obtained by multiplying (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 the fractional share interest 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. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the after taking into account all 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 shares of Parent Common Stock (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 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) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after Shares held at the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until by such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall holder) would otherwise be entitled to receive all such dividends and distributions, without interestby (ii). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior At the Closing, each Stockholder shall deliver certificates which immediately prior to the Closing DateEffective Time represented outstanding Shares of the Company (each, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentCertificate"). 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) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered 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. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeSurviving Corporation at the Closing, together with a duly executed letter of transmittal the Certificate so surrendered shall forthwith be canceled and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number (A) an amount of shares of Parent Common Stock that such holder has the right to receive pursuant cash for each Cash Share equal to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)Per Share Merger Consideration, and (B) for each Retained Share, the Common Stock Units due in respect thereof calculated in accordance with Section 1.5(f). In the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company Stock as of the Effective Time, the Applicable Merger Consideration may be paid in accordance with this Article I to a transferee if the Certificate so surrendered shall be canceled. Until surrendered as contemplated evidencing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.8(b)1.6(a) and by evidence that any applicable stock transfer taxes have been paid. Anything herein to the contrary notwithstanding, each Company Stock Certificate no interest or dividends shall accrue or be deemed, from payable or paid on any portion of the Applicable Merger Consideration payable to any person hereunder. At and after the Effective Time, each holder of a Certificate to represent only 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 receive shares surrender Certificates in the manner prescribed by this Section 1.6 in exchange for payment of Parent Common Stock (and the Applicable Merger Consideration. All required 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 payments 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) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time Stockholders shall be paid by wire transfer of immediately available funds at the Closing to the holder of any unsurrendered Company Stock Certificate with respect accounts specified by the Stockholders not later than two days prior to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)Closing Date. (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior As of the Effective Time, Star shall deposit, or shall cause to the Closing Datebe deposited, Parent shall select a reputable with Continental Stock Transfer and Trust Company, or such other bank or trust company which shall be mutually acceptable to act as exchange agent in the Merger parties hereto (the "Exchange Agent"). Promptly after , for the Effective Timebenefit of holders of shares of EFCC Common Stock, Parent shall deposit for exchange in accordance with this Section 2.5, through the Exchange Agent Agent: (i) certificates representing the Star Share Number of shares of Parent Star Common Stock issuable pursuant to this Section 1 and (if the All Cash Option is not exercised); (ii) the estimated amount of cash sufficient to make payments in lieu of fractional shares in accordance with be paid pursuant to Section 1.5(d2.5(e). The ; and (iii) all funds necessary to pay the Cash Consideration for shares of Parent EFCC Common Stock and cash amounts so deposited with converted by reason of the Exchange AgentMerger (or the Merger Consideration, together with any dividends or distributions received by in cash, if the Exchange Agent All Cash Option is exercised) (in each case other than Merger Consideration with respect to Dissenting Shares) (together, all such shares, are certificates and cash being hereinafter referred to collectively as the "Exchange Fund"). The Exchange Agent shall deliver, pursuant to irrevocable instructions, the Cash Consideration (or the Merger Consideration, in cash, if the All Cash Option is exercised), the shares of Star Common Stock (if the All Cash Option is not exercised) contemplated to be issued pursuant to Section 2.1 and the cash to be issued pursuant to Section 2.5(e) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time represented outstanding shares of Company EFCC Common Stock Certificates (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (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 Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as Star and EFCC may reasonably specify), ; and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for the Cash Consideration and certificates representing Parent shares of Star Common StockStock (or, in the event the All Cash Option is exercised, the Merger Consideration in cash). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, or to such other agent or agents as may be appointed by Star, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent or ParentAgent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that Merger Consideration which such holder has the right to receive pursuant to the provisions of this Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.5, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of EFCC Common Stock which is not registered on the transfer records of EFCC, the Cash Consideration may be paid to and certificates representing the proper number of shares of Star Common Stock (or, in the event the All Cash Option is exercised, the Merger Consideration in cash) may be issued to a transferee if the Certificate representing such EFCC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)2.5, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive shares upon such surrender the Merger Consideration. The Exchange Agent shall not be entitled to vote or exercise any rights of Parent Common Stock (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 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) 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 ownership with respect to the shares of Parent Star Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which held by it from time such holder shall be entitled to receive all such dividends and distributions, without interest)time hereunder. (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, but in no event later than three (3) 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 1, and (ii) cash sufficient to make payments (A) in respect of Cash Electing Shares in accordance with Section 1.5(a)(iv)(A), and (B) 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 registered 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 Stockthe applicable Merger Consideration. Subject to Section 1.5(d), upon 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (1) the Cash Election Price in respect of all Cash Electing Shares with respect to which a Cash/Stock Election has previously been properly made and not revoked by such holder, and/or (2) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B) the Company Stock Certificate 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 cash in lieu of any fractional share of Parent Common Stock) the applicable Merger Consideration 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 payment of the Cash Election Price and/or 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. Within five (a5) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly business days after the Effective Time, Parent NewAlliance shall deposit with take all steps necessary to cause the Exchange Agent (i) to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of Parent NewAlliance Common Stock issuable pursuant to this Section 1 Stock, cash in respect of the Cash Election Price, and (ii) cash sufficient to make payments in lieu respect of fractional shares in accordance with Section 1.5(d)the Fractional Share Price. 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 practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall be subject to the reasonable approval of CBI) shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the 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. Subject to Section 1.5(d), upon Upon proper surrender of a Company Stock Certificate for exchange and cancellation to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefore, as applicable, (i) a certificate representing the that number of shares (if any) of Parent NewAlliance Common Stock to which such former holder of CBI Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of CBI Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 3.1.3 hereof, and (iii) a check representing the amount of cash (if any) payable in respect of the Fractional Share Price, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 1.5(a)(iii) together with any 3.1.5, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional share(sshares. Certificates surrendered for exchange by any person who is an “affiliate” of CBI for purposes of Rule 145(c) pursuant to under the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered Securities Act shall not 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 exchanged for certificates representing shares of Parent NewAlliance Common Stock (and cash in lieu until NewAlliance has received the written agreement of any fractional share of Parent Common Stock) as such person 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 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 Certificate8.4 hereof. (c) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange 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 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered 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. Subject to Section 1.5(d), 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, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B2) 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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders former stockholders of the 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 former stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction payment of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ed) 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 under the Code or under any provision of state, local or foreign 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. (fe) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange 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 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered 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. Subject to Section 1.5(d1.5(c), 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, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B2) 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 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) No dividends . Neither Parent nor the Exchange Agent shall require the owner of such lost, stolen or other distributions declared destroyed Company Stock Certificate to provide a bond as -3- indemnity against any claim that may be made against the Exchange Agent, Parent or made the Surviving Corporation with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered such Company Stock Certificate with respect to Certificate. In the event of a transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock represented thereby, until such holder surrenders may be issued to a transferee if the certificate representing such Company Capital Stock Certificate in accordance with this Section 1.8 (at which time is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such holder shall be entitled to receive all such dividends transfer, and distributions, without interest)by evidence that any applicable stock transfer taxes have been paid. (dc) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as former stockholders of the date 180 days Company six months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders former stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ed) 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 under the Code or under any provision of state, local or foreign 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. (fe) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior On or prior to the Closing 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 AgentEXCHANGE AGENT"). Promptly 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 2 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(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 FundEXCHANGE FUND"." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered 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 (plus cash in lieu of fractional shares, if any, of Parent Common Stock). Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 2.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b2.7(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 cash in lieu of any fractional share 6 of Parent Common Stock) as contemplated by this Section 1.52. 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) 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 represented thereby, 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 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) 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 1.8 2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) 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 propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent SFNC shall deposit deposit, or shall cause to be deposited, with Registrar and Transfer Company (“Transfer Agent”), for the Exchange Agent benefit of the holders of shares of DTBC Stock, for exchange in accordance with this Article II, through the Transfer Agent, (i) certificates representing evidencing a number of shares of SFNC Stock equal to the sum of the shares of Parent Common Stock issuable pursuant SFNC required to this Section 1 and be issued as Merger Consideration to the shareholders of DTBC, (ii) cash sufficient in the amount equal to make payments the sum of the cash to be paid as Merger Consideration to the shareholders of DTBC, and (iii) cash in lieu the amount of fractional shares in accordance with Section 1.5(d$5,000.00 (“Fractional Share Fund”). The shares of Parent Common Stock and cash amounts so In the event the initial sum deposited with into the Exchange AgentFractional Share Fund is insufficient to satisfy all payments required to be paid from such fund, together with any dividends or distributions received by the Exchange Agent with respect then SFNC shall immediately deposit funds to remedy such shares, are referred to collectively as the "Exchange Funddeficiency." (b) As soon as practicable Promptly after the Effective Time, SFNC will instruct the Exchange Transfer Agent will to mail to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time evidenced outstanding shares of Company DTBC Stock Certificates (other than Dissenting Shares) (“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 Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as SFNC may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common evidencing shares of SFNC Stock, cash or a combination thereof. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of Parent Common SFNC Stock that which such holder has the right to receive pursuant in respect of the shares of DTBC Stock formerly evidenced by such Certificate in accordance with Section 2.02, (B) cash, if any, in an amount which such holder has the right to receive in respect of the provisions shares of Section 1.5(a)(iiiDTBC Stock formerly evidenced by such Certificate in accordance with Sections 2.02 and 2.03, (C) together with any cash in lieu of fractional share(s) shares of SFNC Stock to which such holder is entitled pursuant to the provisions of Section 1.5(d)2.02, and (BD) any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(c) and the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of DTBC Stock which is not registered in the transfer records of DTBC, a certificate evidencing the proper number of shares of SFNC Stock may be issued and cash paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of DTBC Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)2.04, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive shares of Parent Common Stock (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 upon such surrender 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 CertificateMerger Consideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common SFNC 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 SFNC Stock represented evidenced thereby, and no other part of the Merger Consideration shall be paid to any such holder, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be delivered and paid to the holder of the certificates (i) certificates evidencing whole shares of SFNC Stock issued in exchange therefor, (ii) the cash portion of the Merger Consideration, if any, payable to such holder, including the amount of any cash payable with respect to a fractional share of SFNC Stock to which such holder surrenders is entitled pursuant to Section 2.04(b) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Company Stock Certificate in accordance whole shares of SFNC Stock, and (iii) at the appropriate payment date, the amount of dividends or other distributions, with this Section 1.8 (at which time a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such holder whole shares of SFNC Stock. No interest shall be entitled to receive all such dividends and distributions, without interest)paid on the Merger Consideration. (d) All shares of SFNC Stock issued and cash paid 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 DTBC Stock. (e) Any portion of the Exchange Fractional Share Fund that which remains undistributed to the holders of Company DTBC Stock Certificates as of on the date 180 days after six months following the date on which the Merger becomes effective Effective Time shall be delivered to Parent SFNC, upon demand, and any holders of Company DTBC Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only directly to Parent SFNC for satisfaction the Merger Consideration to which they are entitled. (f) SFNC shall not be liable to any holder of their claims shares of DTBC Stock for Parent Common any Merger Consideration, whether shares of SFNC Stock, cash in lieu of fractional shares of Parent Common Stock and any or dividends or distributions with respect to Parent Common SFNC Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. (g) SFNC shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of DTBC Stock such amounts as SFNC is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by SFNC, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of DTBC Stock in respect of which such deduction and withholding was made by SFNC.

Exchange of Certificates. (a) Prior to As of the Closing DateEffective Time, Parent shall select a reputable bank or trust company to be designated by the Parent or the New Parent prior to the record date for the Special Meeting and consented to by the Company (such consent not to be unreasonably withheld or delayed) (the "Exchange Agent") shall act as exchange agent in effecting the exchange, for the Company Merger Consideration, of certificates (the "Certificates") that, prior to the Effective Time, represented Company Shares entitled to exchange pursuant to Section 2.1(a)(i). The New Parent shall deposit with the Exchange AgentAgent in trust for the benefit of the holders of Certificates formerly representing Company Shares, cash together with certificates for such number of shares of New Parent Common Stock into which the Company Shares are converted pursuant to Section 2.1(a)(i)(together with any dividends or distributions with respect thereto with a record date after the Effective Time, the "Exchange Fund"). Promptly after the Effective TimeTime (but in any event within three business days thereof), the New Parent shall deposit cause to be mailed to each record holder of Certificates that immediately prior to the Effective Time represented Company Shares (and which shall not previously have been surrendered in connection with a Stock Election) a form of letter of transmittal and instructions for use in surrendering such Certificates and receiving the Company Merger Consideration therefor. Subject to any applicable withholding tax requirements, upon the surrender of each such Certificate together with a duly completed and executed letter of transmittal, the Exchange Agent shall (ix) certificates pay to the holder of such Certificate formerly representing Company Shares cash equal to the amount of cash due such holder after giving effect to any Stock Election made by such holder and (y) issue to the holder of such Certificate a certificate for that number of shares of the New Parent Common Stock issuable pursuant equal to this Section 1 the number of shares of New Parent Common Stock due under the Company Merger Consideration elected by such holder, and (ii) such Certificate shall forthwith be cancelled. Only certificates for whole shares of New Parent Common Stock shall be issued, with cash sufficient to make payments paid in lieu of fractional shares as provided in accordance with Section 1.5(d)2.4(b) below. The shares of Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Shares held by New Parent or the Company or Dissenting Shares) shall represent solely the right to receive the Company Merger Consideration therefor. If any certificates for New Parent Common Stock and cash amounts so deposited with are to be issued to a person other than the Exchange Agentholder in whose name the Certificate formerly representing Company Shares surrendered in exchange therefor is registered, together with any dividends or distributions received by it shall be a condition to such issuance that the person requesting such issuance shall pay to the Exchange Agent with respect any transfer or other taxes required by reason of the issuance of such certificates for New Parent Common Stock to a person other than the registered holder of the Certificate surrendered, or such sharesperson shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, are referred neither the Exchange Agent nor any party hereto shall be liable to collectively as the "Exchange Funda holder of Company Shares for any Company Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws." (b) No fractional shares of New Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of the New Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the New Parent. As soon promptly as practicable after following the Effective Time, the Exchange Agent will mail New Parent 6 12 shall pay to each record holder of Company Shares an amount in cash, if any, equal to the registered holders of Company Stock Certificates product obtained by multiplying (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 the fractional share interest 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. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the after taking into account all 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 shares of Parent Common Stock (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 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) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after Shares held at the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until by such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall holder) would otherwise be entitled to receive all such dividends and distributions, without interestby (ii). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior As of the Effective Time, the Surviving Corporation shall deposit, or shall cause to be deposited, (i) with American Stock Transfer and Trust Company, the Closing Datetransfer agent and registrar for the shares of the Surviving Corporation Class A Common Stock and one of the exchange agents for purposes of the Merger, Parent (“ATS”), for exchange in accordance with this Article II, certificates evidencing shares of Surviving Corporation Class A Common Stock to be issued pursuant to Section 2.1 and delivered pursuant to this Section 2.3 in exchange for outstanding shares of LAMR Class A Stock, (ii) with LAMR REIT, the transfer agent and registrar for the shares of the Surviving Corporation Class B Common Stock and one of the exchange agents for purposes of the Merger, (together with ATS, the “Exchange Agents”), for exchange in accordance with this Article II, certificates evidencing shares of Surviving Corporation Class B Common Stock to be issued pursuant to Section 2.1 and delivered pursuant to this Section 2.3 in exchange for outstanding shares of LAMR Class B Common Stock, and (iii) with LAMR REIT, the transfer agent and registrar for the shares of the Surviving Corporation Series AA Preferred Stock, for exchange in accordance with this Article II, certificates evidencing shares of Surviving Corporation Series AA Preferred Stock to be issued pursuant to Section 2.1 and delivered pursuant to this Section 2.3 in exchange for outstanding shares of LAMR Series AA Preferred Stock. In addition, the Surviving Corporation shall select a reputable bank deposit, or trust company shall cause to act be deposited, with the Exchange Agents, for the benefit of holders of Certificates as exchange agent in the Merger (the "Exchange Agent"). Promptly necessary from time to time 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) 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 other distributions received by the Exchange Agent with respect payable pursuant to such shares, are referred to collectively as the "Exchange FundSection 2.2 and Section 2.3(c)." (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will Agents to mail to the registered holders each holder of Company Stock Certificates record of 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 Company Stock Certificates the Certificate shall pass, only upon delivery of such Company Stock Certificates the Certificate to the Exchange Agent)Agents and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for a certificates representing Parent of Surviving Corporation Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, Agents together with a such letter of transmittal, duly executed letter of transmittal and such other documents as may completed in accordance with the instructions thereto, the Certificate so surrendered shall forthwith be reasonably required by the Exchange Agent or Parentcancelled, (A) and the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing (A) the number and class of shares of Parent Surviving Corporation Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II and (B) the payment of any of dividends and other distributions that such holder has the right to receive pursuant to Section 2.3(c). No interest shall be paid or accrued on any Merger consideration or on unpaid dividends and distributions payable to holders of Certificates. In the provisions event of Section 1.5(a)(iii) together with any cash a surrender of a Certificate representing shares of LAMR Stock in lieu exchange for certificates evidencing shares of fractional share(s) pursuant Surviving Corporation Stock in the name of a person other than the person in whose name such shares of LAMR Stock are registered, the proper number of shares of Surviving Corporation Stock may be issued to such a transferee in book-entry form for such transferee if the Certificate evidencing such securities is presented to the provisions of Section 1.5(d)Exchange Agents, and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated accompanied 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 shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated all documents required 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 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 Agents or the Surviving Corporation with respect to evidence and effect such Company Stock Certificatetransfer and to evidence that any applicable transfer taxes have been paid. (c) No dividends or other distributions declared by the Surviving Corporation in respect of Surviving Corporation Common Stock, the record date for which is at or made after the Effective Time, shall be paid by the Exchange Agents to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such Certificate, the Exchange Agents shall release to the holder of the certificates representing shares of Surviving Corporation Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the previously reserved amount equal to the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to Parent such shares of Surviving Corporation Common Stock that had been held by the Exchange Agents for the benefit of such holder, and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such shares of Surviving Corporation Common Stock with a record date after the Effective Time shall be paid but with a payment date subsequent to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)surrender. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days At and after the date on which the Merger becomes effective Effective Time, there shall be delivered no transfers on the stock transfer books of LAMR of shares of LAMR Common Stock which were outstanding immediately prior to Parent upon demandthe Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and any holders exchanged for shares of Company Surviving Corporation Common Stock Certificates in accordance with the procedures set forth in this Article II. (e) Fractional shares of Surviving Corporation Common Stock and Series AA Preferred Stock shall be issued pursuant hereto. (f) Any former stockholders of LAMR who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II within one year after the Effective Time shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise for release of (A) their previously reserved shares of Surviving Corporation Common Stock deliverable in respect of each share of LAMR Common Stock such stockholder holds as determined pursuant to this Agreement to and (B) any holder dividends or former holder other distributions paid on such shares for the benefit of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under stockholders, without 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. (fg) Neither Parent nor In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agents or the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the shares of Surviving Corporation Common Stock deliverable in certificated or book-entry form in respect thereof pursuant to this Agreement. (h) None of LAMR, the Surviving Corporation, the Exchange Agents or any other person shall be liable to any holder or former holder of Company Common Stock with respect to any shares or securities of Parent Common Stock (or dividends or distributions with respect thereto), or LAMR for any cash amounts, amount properly delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after 6.2.1 As of the Effective Time, Parent shall deposit with each share of Target Stock that is outstanding immediately prior thereto will, by virtue of the Exchange Agent (i) certificates representing Merger and without further action, cease to exist and will be converted into the shares right to receive from Acquirer the Applicable Fraction of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu a share of fractional shares in accordance with Section 1.5(d). The shares of Parent Acquirer Common Stock and cash amounts so deposited with the Exchange AgentPer Share Cash Amount determined as set forth in Section 1.1.1, together with any dividends or distributions received by the Exchange Agent with respect subject to such sharesSections 1.1.2, are referred to collectively as the "Exchange Fund1.1.3 and 1.2." (b) 6.2.2 As soon as practicable after the Effective Time, each holder of shares of Target Stock that are not Dissenting Shares will surrender the Exchange Agent will mail certificate(s) for such shares (the "Target Certificates"), duly endorsed as requested by Acquirer, to Acquirer for cancellation. Promptly after the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form Effective Time 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 receipt of such Company Stock Certificates Target Certificates, Acquirer will issue 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. Subject to Section 1.5(d), 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, (A) the each tendering holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing (with legends in accordance with Section 1.6) for the number of shares of Parent Acquirer Common Stock that to which such holder has the right to receive is entitled pursuant to the provisions of Section 1.5(a)(iii) together with 1.1.1 hereof, and distribute any cash in lieu payable under Section 1.1.1 and 1.2. 6.2.3 No dividends or distributions payable to holders of fractional share(s) pursuant to the provisions record of Section 1.5(d), and (B) the Company Acquirer Common 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 shares of Parent Common Stock (and or cash payable in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lostshares, 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) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Company Stock Certificate Target Certificate(s) until the holder of the Target Certificate(s) surrenders such Target Certificate(s). Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Target Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to Acquirer Common Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery. 6.2.4 All cash and shares of Parent Acquirer Common Stock represented thereby, until such holder surrenders such Company delivered upon the surrender of Target Stock Certificate in accordance with the terms hereof will be deemed to have been delivered in full satisfaction of all rights pertaining to such Target Stock. There will be no further registration of transfers on the stock transfer books of Target or its transfer agent of the Target Stock. If, after the Effective Time, Target Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section 1.8 6.2. 6.2.5 Until certificates representing Target Stock outstanding prior to the Merger are surrendered pursuant to Section 6.2.2 above, such certificates will be deemed, for all purposes, to evidence (at a) ownership of the number of shares of Acquirer Stock into which time such holder shall be entitled the Target Stock will have been converted and (b) the right to receive all such dividends cash determined as set forth in Section 1.1.1 and distributions, without interest)1. (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent EAI shall deposit or shall cause to be deposited in trust with the Exchange Agent (i) certificates representing the number of whole shares of Parent EAI Common Stock issuable to which the holders of Sunrise Common Stock and Sunrise Series C Stock are entitled pursuant to this Section 1 and (ii) Article II, together with cash sufficient to make payments in lieu cover the lesser of the Cash Amount and the aggregate Per Share Cash Consideration and to pay for fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and then known to EAI (such 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 and certificates being hereinafter referred to collectively as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from EAI, deliver the number of shares of EAI Common Stock 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 time by the Exchange Agent shall be provided by EAI 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 EAI, Sub, and Sunrise prior to the Effective Time." (b) As soon as practicable after the Effective Timecompletion of the allocation procedure set forth in Section 2.03 hereof, each holder of a Certificate who surrenders or has surrendered such Certificate (or customary affidavits and indemnification regarding the Exchange Agent will mail to the registered 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 or destruction of such Company Stock Certificates to the Exchange AgentCertificate), together with duly executed transmittal materials included in or required by the Election and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d)Transmittal Notice, upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeshall, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentupon acceptance thereof, (A) 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 EAI Common Stock that such holder has and/or the right to receive pursuant to cash into which the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Sunrise Common Stock (and Sunrise Series C Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional share shares of Parent Sunrise Common Stock) Stock or Sunrise Series C Stock to which such holder would otherwise be entitled. EAI shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of EAI Common Stock provided that such certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided, however, that EAI shall not pay any transfer or other tax if the obligation to pay such tax under applicable law is solely that of the stockholder or if payment of any such tax by EAI otherwise would cause the Merger to fail to qualify as contemplated by Section 1.5a tax-free reorganization under the Code. If any Company portion of the consideration to be received pursuant to this Article II upon exchange of a Certificate (whether the consideration to be received is a certificate representing shares of EAI Common Stock or a check representing cash for Per Share Cash Consideration or a fractional share) is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of EAI Common Stock or a check representing cash for a fractional share to such other person, or establish to the satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. From the Effective Time until surrender in accordance with this Section 2.04, each Certificate (other than Certificates representing treasury shares of Sunrise) shall be deemed, for all corporate purposes other than the payment of dividends or other distributions, to evidence only the right to receive cash and/or EAI Common Stock, as the case may be, into which such shares of Sunrise Common Stock shall have been so converted. No dividends that are otherwise payable on EAI Common Stock will be paid to persons entitled to receive EAI Common Stock until such persons surrender their Certificates. After such surrender, there shall be paid to the person in whose name the EAI Common Stock shall be issued any dividends on such EAI Common Stock that shall have a record date on or after the Effective Time and prior to such surrender. If the payment date for any such dividend is after the date of such surrender, such payment shall be made on such payment date. In no event shall the persons entitled to receive such dividends be entitled to receive interest on such dividends. All payments in respect of shares of Sunrise Common Stock or Sunrise Series C Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such securities. (c) In case of any lost, stolen mislaid, stolen, or destroyeddestroyed Certificate, Parent maythe holder thereof may be required, in its discretion and as a condition precedent to the issuance delivery to such holder of any certificate representing Parent Common Stockthe consideration described in Section 2.02 hereof and in accordance with Section 167 of the Delaware Law, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver to EAI a bond (in such reasonable sum as Parent EAI may reasonably direct) direct as indemnity against any claim that may be made against the Exchange Agent, Parent EAI, or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends the Certificate alleged to have been lost, mislaid, 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of Surviving Corporation of the shares of Sunrise Common Stock or Sunrise Series C Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Surviving Corporation for transfer, they shall be canceled and exchanged for the consideration described in Section 2.02 hereof. After the Effective Time, the shares of Sunrise Common Stock and Sunrise Series C Stock shall be delisted from the Nasdaq Small Cap Market. (e) Any portion of the Exchange Fund that remains undistributed to holders unclaimed by the stockholders of Company Stock Certificates as of the date 180 days Sunrise for six months after the date on which the Merger becomes effective Effective Time shall be delivered returned to Parent EAI, upon demand, and any holders holder of Company Sunrise Common Stock Certificates or Sunrise Series C Stock who have has not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 2.04(b) hereof shall thereafter look only to Parent EAI for satisfaction issuance of their claims for Parent Common Stock, cash in lieu the number of fractional shares of Parent EAI Common Stock and any dividends or distributions with respect other consideration to Parent Common Stock. (e) Each of which such holder has become entitled pursuant to Section 2.02 hereof; provided, however, that neither the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from Agent nor 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 under 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. (f) Neither Parent nor the Surviving Corporation party hereto shall be liable to any holder or former a holder of Company shares of Sunrise Common Stock with respect to any shares of Parent Common or Sunrise Series C Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered amount required to any be paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior to As of the Closing DateEffective Time, Parent Merger Partner shall select a reputable deposit with Morg▇▇ ▇▇▇ranty Trust Company of New York, or such other bank or trust company designated by Merger Partner and reasonably acceptable to act as exchange agent in the Merger Company (the "Exchange Agent"). Promptly after , for the Effective Timebenefit of the holders of shares of Company Common Stock, Parent shall deposit for exchange in accordance with this Article 2 through the Exchange Agent (i) Agent, certificates representing the shares of Parent Merger Partner Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The such shares of Parent Merger Partner 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 or cash deposited by Merger Partner in accordance with this Section 2.3, are being hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Section 2.2 in exchange for outstanding shares of Company Common Stock, together with cash to be paid in lieu of fractional shares. The aggregate number of shares of Merger Partner Common Stock which shall be issuable shall be a number of such shares equal to the Exchange Ratio multiplied by the total number of outstanding shares of Company Common Stock as of the Effective Time, subject to adjustments for nonissuance of fractional shares as provided herein." (b) As soon as practicable after the Effective Time, Merger Partner and the Surviving Corporation shall cause the Exchange Agent will to mail to the registered holders each holder of Company Stock record of a Certificate or 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 Company Stock the Certificates shall pass, only upon delivery of such Company Stock 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 Merger Partner and Company may reasonably specify), and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent shares of Merger Partner Common Stock. Subject to Section 1.5(d), upon Upon the surrender of a Company Stock Certificate to the Exchange Agent of one or more Certificates for exchangecancellation, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor a certificate certificates representing the that number of whole shares of Parent Merger Partner Common Stock that to be issued in respect of the aggregate number of such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.Company

Exchange of Certificates. (a) Prior to the Closing Datedissemination of the Proxy Statement, Parent Acquiror and the Company shall select mutually agree upon a reputable transfer agent or another bank or trust company to act as exchange agent in the Merger (the "“Exchange Agent")”) and Acquiror shall enter into an agreement reasonably acceptable to Acquiror and the Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. Promptly after Substantially concurrently with the Effective Time, Parent Acquiror shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the a sufficient number of shares of Parent Acquiror Class A Common Stock issuable (whether represented in certificated or non-certificated direct registration form) to be issued pursuant to this Section 1 and 1.5; (ii) cash in immediately available funds sufficient to make payments of the Aggregate Preferred Cash Consideration pursuant to Section 1.5 and (iii) cash in immediately available funds sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.6 and, if applicable, any dividends or other distributions pursuant to Section 1.8(c). The shares of Parent Acquiror Class A Common Stock and cash amounts so deposited with the Exchange AgentAgent pursuant to this Section 1.8(a), together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Acquiror Class A Common Stock, are referred to collectively as the "“Exchange Fund."” The Exchange Fund shall be held in trust by the Exchange Agent and shall not be used for any purpose other than to pay the Per Share Consideration to holders of Company Stock in accordance with Section 1.5(b), cash in lieu of any fractional shares in accordance with Section 1.6 and any dividends or other distributions pursuant to Section 1.8(c). (b) As soon as practicable after Concurrently with the Effective Timemailing of the Proxy Statement, Acquiror shall cause the Exchange Agent will to mail to the registered holders each Person who is a holder of record of Company Stock Certificates Certificates: (i) a letter of transmittal in customary form to be approved by the Company (the “Letter of Transmittal”), 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 such other documents as may be reasonably required by the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject the applicable Per Share Consideration that such holder is entitled to receive pursuant to Section 1.5(d1.5; cash in lieu of any fractional shares in accordance with Section 1.6 and any dividends or other distributions pursuant to Section 1.8(c), upon . Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter Letter of transmittal Transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, Agent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock applicable Per Share Consideration that such holder has the right is entitled to receive pursuant to the provisions of Section 1.5(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) shares in accordance with Section 1.6 and any dividends or other distributions pursuant to the provisions of Section 1.5(d1.8(c), ); and (B) the Company Stock Certificate so surrendered shall be canceledcancelled. Until surrendered or cancelled 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 shares of Parent Common Stock the applicable Per Share Consideration that such holder is entitled to receive pursuant to Section 1.5 (and cash in lieu of any fractional share shares in accordance with Section 1.6 and any dividends or other distributions pursuant to Section 1.8(c)). In the event of Parent Common Stocka transfer of ownership of Company Stock which is not registered in the transfer records of the Company, the applicable Per Share Consideration that such holder is entitled to receive pursuant to Section 1.5 (and cash in lieu of any fractional shares in accordance with Section 1.6 and any dividends or other distributions pursuant to Section 1.8(c)) may be issued to or paid to, as contemplated applicable, a Person other than the Person in whose name the Company Stock Certificates so surrendered are registered, if such Company Stock Certificates so surrendered are registered, shall be properly endorsed or otherwise be in proper form and with proper evidence for transfer and the Person requesting such issuance shall pay any transfer, stamp or other similar Taxes required by Section 1.5reason of the issuance of or payment of the applicable Per Share Consideration to a Person other than the registered holder of such Company Stock Certificates, or establish to the satisfaction of Acquiror that such Tax has been paid or is not applicable. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent Acquiror may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, or payment of the applicable Per Share 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 Acquiror may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Acquiror or the Surviving Corporation Company with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Acquiror Class A 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 with respect to the shares of Parent Acquiror Class A Common Stock represented thereby, that such holder has the right to receive in the Merger until such the later to occur of: (i) the date on which the holder surrenders such Company Stock Certificate in accordance with this Section 1.8 and (ii) the payment date for such dividend or distribution with respect to Acquiror Class A Common Stock (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days that is six months after the date on which the Merger becomes effective Closing Date shall be delivered to Parent Acquiror upon written demand, and any . Any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction Acquiror for, and be entitled to the applicable Per Share Consideration that such holder has the right to receive pursuant to the provisions of their claims for Parent Common Stock, Section 1.5 (and cash in lieu of fractional shares of Parent Common Stock in accordance with Section 1.6 and any dividends or other distributions with respect pursuant to Parent Common StockSection 1.8(c)). (e) 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 under 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. (f) Neither Parent Acquiror nor the Surviving Corporation Company 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 Acquiror Class A Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Legal Requirementrequirements of Law.

Exchange of Certificates. (a) Prior As of the Effective Time, FLCI shall supply, or cause to be supplied, to or for the Closing Date, Parent shall select account of a reputable bank or trust company to act as exchange agent in the Merger be designated by FLCI (the "Exchange Agent"). Promptly after , in trust for the Effective Timebenefit of the holders of USOL Stock (other than the Cancelled Shares), Parent shall deposit for exchange in accordance with this Section 2.7, certificates evidencing the Exchange Agent (i) certificates representing the shares of Parent Common FLCI Stock issuable pursuant to this Section 1 Sections 2.6(a) and (ii2.6(b) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common exchange for outstanding USOL Stock and all cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect required to such shares, are referred be paid pursuant to collectively as the "Exchange FundSections 2.6(e) and 2.7(c)." (b) As soon as reasonably practicable after the Effective Time, FLCI shall instruct the Exchange Agent will to mail to each holder of record of a certificate or certificates (the registered holders "USOL Certificates") which immediately prior to the Effective Time evidenced outstanding shares of Company Stock Certificates USOL Stock, other than Cancelled Shares, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming transmittal, which letter shall specify, among other conditions, that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the USOL Certificates shall pass, only upon proper delivery of such Company Stock the USOL Certificates to the Exchange Agent), and (ii) instructions for use in effecting to effect the surrender of Company Stock the USOL Certificates in exchange for the certificates representing Parent Common Stockevidencing shares of FLCI Stock (the "FLCI Certificates") and, in lieu of any fractional shares thereof, cash. Subject to Section 1.5(d), upon Upon surrender of a Company Stock USOL Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal transmittal, duly executed, and such other customary documents as may be reasonably required by FLCI or the Exchange Agent or ParentAgent, (A) the holder of such Company Stock USOL Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) FLCI Certificates evidencing that whole number of shares of Parent Common FLCI Stock that which such holder has the right to receive in respect of the shares of USOL Stock formerly evidenced by such USOL Certificate in accordance with applicable provisions hereof; (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions Section 2.7(c); and (C) cash in lieu of a fractional share of FLCI Stock to which such holder is entitled pursuant to Section 1.5(a)(iii2.6(e) together with any (such FLCI Stock, rights, dividends, distributions and cash in lieu of fractional share(s) shares together with any amounts to be withheld pursuant to Section 2.7(f) being collectively referred to as the provisions of Section 1.5(d"Merger Consideration"), and (B) the Company Stock USOL Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of USOL Stock which is not registered in the transfer records of USOL as of the Effective Time, FLCI Stock and cash may be issued and paid in accordance with this Article II to a transferee if the applicable certificate is presented to the Exchange Agent, accompanied by all documents required by law to evidence and effect such transfer pursuant to this Section 2.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock outstanding USOL Certificate which represented shares of USOL Stock, shall be deemed, deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to represent only evidence the ownership of the number of full shares of FLCI Stock into which such shares of USOL Stock may be exchanged in accordance herewith and the right to receive shares of Parent Common Stock (and an amount in 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 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 (fractional shares 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 accordance with respect to such Company Stock CertificateSection 2.6(e). (c) No dividends or other distributions declared or made with respect to Parent Common FLCI Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock USOL Certificate with respect to the shares of Parent Common FLCI Stock represented thereby, such holder is entitled to receive until such holder surrenders shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time USOL Certificate. Subject to applicable law, following the surrender of any such holder USOL Certificate, there shall be entitled paid to receive all such dividends and distributionsthe record holder of the FLCI Certificates issued in exchange therefor, without interest), at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of FLCI Stock. (d) Any portion If any FLCI Certificate is to be issued in a name other than that in which the USOL Certificate surrendered in exchange therefor is registered, it shall be a condition of the Exchange Fund issuance thereof that remains undistributed the USOL Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall have paid to holders of Company Stock Certificates as FLCI, or any agent designated by FLCI, any transfer or other taxes required by reason of the date 180 days after issuance of an FLCI Certificate in any name other than that of the date on which registered holder of 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockUSOL Certificate surrendered. (e) Each of the Exchange Agent, Parent FLCI and the Surviving Corporation USOL shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement have no liability to any holder or former holder of Company Common USOL Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under for 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock Merger Consideration (or dividends or distributions with respect thereto), or for any cash amounts, ) which are delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. (f) FLCI or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of USOL Stock such amounts as FLCI or the Exchange Agent may be required to deduct and withhold with respect to any provision of Federal, state, local or foreign Tax laws. To the extent that amounts are so withheld by FLCI or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares in respect of which such deduction and withholding was made by FLCI or the Exchange Agent.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent ------------------------ SWS and ASBI shall deposit with cause the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered holders former shareholders of Company Stock Certificates ASBI appropriate transmittal materials (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 Company the certificates theretofore representing shares of ASBI Common Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates certificates to the Exchange Agent). After the Effective Time, each holder of shares of ASBI Common Stock issued and (ii) instructions for use in effecting outstanding at the Effective Time shall surrender of Company Stock Certificates the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange for certificates representing Parent Common Stock. Subject therefor the Merger Consideration provided in Section 1.05A of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 1.5(d)1.11 of this Agreement, subject to any shares of the Merger Consideration being placed in escrow pursuant to Section 1.13 of this Agreement. To the extent required by Section 1.05C of this Agreement, each holder of shares of ASBI Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of a Company Stock Certificate to the Exchange Agent for exchangecertificate or certificates representing such shares, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (and cash in lieu of any fractional share of Parent SWS Common Stock) as contemplated by Section 1.5Stock to which such holder may be otherwise entitled (without interest). If SWS shall not be obligated to deliver the consideration to which any Company former holder of ASBI Common Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and is entitled as a condition precedent to result of 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) 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 represented thereby, Merger until such holder surrenders such Company holder's certificate or certificates representing the shares of ASBI Common Stock Certificate for exchange as provided in accordance with this Section 1.8 (at which time 1.10. If any record shareholder of ASBI is unable to locate any certificate evidencing the ASBI Common Stock, such holder shareholder shall be entitled submit to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed Agent an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to holders of Company Stock Certificates as of SWS and, if required by SWS, a surety bond in an amount equal to the date 180 days after the date on which the Merger becomes effective shall amount to be delivered to Parent upon demandsuch shareholder, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares such certificate. The certificate or certificates of Parent ASBI Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of so surrendered shall be duly endorsed as the Exchange AgentAgent may require. Any other provision of this Agreement notwithstanding, Parent and neither 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 under any provision of stateCorporation, 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. (f) Neither Parent SWS nor the Surviving Corporation Exchange Agent shall be liable to any holder or former a holder of Company ASBI Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amounts paid or property delivered in good faith to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementproperty law.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent CIBER shall deposit deposit, or shall cause to be deposited with CIBER’s Corporate Secretary (the “Exchange Agent Agent”) (i) certificates representing the shares of Parent CIBER Common Stock issuable pursuant to this Section 1 Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(k). The shares of Parent CIBER 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 registered record holders of Company ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company ALPHANET Stock Certificates shall be effected, and risk of loss and title to Company ALPHANET Stock Certificates shall pass, only upon delivery of such Company ALPHANET Stock Certificates to the Exchange Agent), (ii) an election form (the “Election Form”) providing for such holders to make the Stock Election or the Cash Election with respect to each ALPHANET Stock Certificate, and (iiiii) instructions for use in effecting the surrender of Company ALPHANET Stock Certificates in exchange for certificates representing Parent CIBER Common StockStock or for cash. Subject Any election other than a deemed Cash Election shall be validly made only if the Exchange Agent shall have received by noon on a date (the “Election Deadline”) to Section 1.5(d)be decided upon by CIBER (which date shall not be later than 20 days after the mailing of the letter of transmittal, upon Election Form and instructions) an Election form properly completed and executed by such holder accompanied by such holders Certificates, or by an appropriate guarantee of delivery of such Certificates. Any holder of ALPHANET Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and executed, or revoke an election by written notice to the Exchange Agent, if the revised Election Form or the written notice, as the case may be, is received by the Exchange Agent prior to the Election Deadline. Upon surrender of a Company an ALPHANET Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal transmittal, Election Form and such other documents as may be reasonably required by the Exchange Agent or ParentCIBER, (A1) the holder of such Company ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) or the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.5, and (B2) the Company ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common the Stock Consideration (and together with cash in lieu of any fractional share of Parent CIBER Common Stock) or the Cash Consideration as contemplated by Section 1.52.5. If any Company ALPHANET Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent CIBER Common Stock, require the owner of such lost, stolen or destroyed Company ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company ALPHANET Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company ALPHANET Stock Certificate with respect to the shares of Parent CIBER Common Stock represented therebyStock, if any, that such holder has the right to receive in the Merger until such holder surrenders such Company ALPHANET Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company ALPHANET Stock Certificates as of the date 180 days after the date on which Effective Time shall become the Merger becomes effective shall be delivered to Parent upon demand, and any holders general funds of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockCIBER. (e) Each of the The Exchange Agent, Parent and the Surviving Corporation Agent 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 ALPHANET Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under 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. (f) Neither Parent CIBER nor the Surviving Corporation shall be liable to any holder or former holder of Company ALPHANET Common Stock or to any other Person with respect to any shares of Parent CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior At or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit authorize the issuance of and shall make available to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent.”), for the benefit of the holders of Company Stock Certificates and holders of Company Stock issued by book entry for exchange in accordance with the Exchange Agent this ARTICLE I, (i) certificates representing a sufficient number of shares of Parent Common Stock, to be issued by book-entry transfer, for payment of the Merger Consideration pursuant to Section 1.4(a) and (ii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)1.8. The Such amount of 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 shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable thereto paid after the Effective Time, are referred to as the “Conversion Fund.” Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within two Business Days after the Closing Date, Parent shall cause the Exchange Agent will to mail to the registered holders each holder of record of Company Stock Certificates (iexcluding Dissenting Shares) a letter of transmittal (“Letter of Transmittal”) in customary a form and containing such provisions as Parent may reasonably specify (including a provision confirming and the Company mutually agree, 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 Company Stock Certificates certificates to the Exchange Agent), and (ii) together with instructions for use in effecting the surrender of the Company Stock Certificates pursuant to this Agreement. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in exchange other representative capacities (“Share Representatives.”) may submit multiple Letters of Transmittal, provided that such Share Representative certifies that each such Letter of Transmittal covers all the shares of Company Common Stock held by each such Share Representative for certificates representing Parent a particular beneficial owner. Any holder of Company Stock issued exclusively by book entry shall not be required to deliver a Company Stock Certificate but shall be required to deliver an executed Letter of Transmittal to receive the Merger Consideration with respect to such book entry shares of Company Common Stock. Subject As used in this Agreement, “Business Day.” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Burlington, Iowa, are authorized or required by law or other government action to Section 1.5(d), upon close. (c) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent for exchangeor delivery of affidavit of lost stock certificate as contemplated in Section 1.7(g) herein, together with a properly completed Letter of Transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentexecuted, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration deliverable in respect of the shares of Parent Company Common Stock that represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate; thereupon such Company Stock Certificate shall forthwith be deemed, from and after cancelled. No interest will be paid or accrued on the Effective Time, to represent only the right to receive shares Merger Consideration deliverable upon surrender of Parent Common Stock (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 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. (cd) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) No dividends or other distributions declared or made with respect to Parent Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to until the shares of Parent Common Stock represented thereby, until such holder surrenders thereof shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time such ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive all any such dividends and or other distributions, without interest)interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Parent Common Stock into which such holder’s Company Common Stock shall have been converted. (df) Any portion of the Exchange Conversion Fund that remains undistributed to holders of Company Stock Certificates as unclaimed by the shareholders of the date 180 days Company twelve months after the date on which the Merger becomes effective Effective Time shall be delivered paid to Parent upon demandthe Surviving Company, and any holders or its successors in interest. Any shareholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 ARTICLE I shall thereafter look only to Parent the Surviving Company, or its successors in interest, for satisfaction the issuance of their claims for Parent Common Stock, the Merger Consideration and the payment of cash in lieu of any fractional shares deliverable in respect of Parent such shareholders’ shares of Company Common Stock Stock, as well as any accrued and any unpaid dividends or distributions with respect to Parent Common Stock. (e) Each on such Merger Consideration. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable Agent 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of shares of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amount delivered in good faith to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws. (g) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the Merger Consideration and cash in lieu of any fractional shares deliverable in respect thereof pursuant to this Agreement, as applicable.

Exchange of Certificates. (a) Prior to Media Metrix shall, promptly following the Closing DateEffective Time, Parent shall select a reputable bank or trust company to act as deposit with an exchange agent in the Merger designated by Media Metrix and reasonably acceptable to Jupiter (the "Exchange Agent"). Promptly after , for the Effective Timebenefit of the holders of Jupiter Shares, Parent shall deposit for exchange in accordance with the Exchange Agent (i) this Section 2.3, certificates representing the shares of Parent Media Metrix Common Stock issuable pursuant to this Section 1 2.1(c) in exchange for outstanding Jupiter Shares and shall from time to time, as needed, deposit cash in an amount required to be paid pursuant to Section 2.2 (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The such shares of Parent Media Metrix 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 being hereinafter referred to collectively as the "Exchange Fund")." (b) As soon as reasonably practicable after the Effective Time, Media Metrix will instruct the Exchange Agent will to mail to the registered holders each holder of Company record of Jupiter Stock Certificates whose shares were converted into the right to receive shares of Media Metrix Common Stock 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 Company the Jupiter Stock Certificates shall pass, only upon proper delivery of such Company Jupiter Stock Certificates to the Exchange Agent)Agent and shall be in such form and have such other provisions as Media Metrix and Jupiter may reasonably specify, including offering holders of Jupiter Stock Certificates the ability to hold their shares of Media Metrix Common Stock in book entry form in lieu of the certificates provided for below) and (ii) instructions for use in effecting the surrender of Company Jupiter Stock Certificates in exchange for certificates representing Parent evidencing shares of Media Metrix Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent of a Jupiter Stock Certificate for exchangecancellation, together with a duly executed such letter of transmittal transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Jupiter Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of Parent Media Metrix Common Stock that which such holder has the right to receive pursuant to the provisions in respect of Jupiter Shares formerly evidenced by such Jupiter Stock Certificate in accordance with Section 1.5(a)(iii2.1(c) together with any in such denominations and registered in such names as such holder may request and (B) cash in lieu of fractional share(s) shares of Media Metrix Common Stock, if any, and unpaid dividends and distributions, if any, which such holder is entitled pursuant to the provisions of Section 1.5(d2.3(c), and (B) the Company Jupiter Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Jupiter Shares which is not registered in the transfer records of Jupiter, a certificate evidencing the proper number of shares of Media Metrix Common Stock and/or cash may be issued and/or paid in accordance with this Article II to a transferee if the Jupiter Stock Certificate evidencing such Jupiter Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)2.3, each Company Jupiter Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive shares of Parent Common Stock (and cash upon such surrender the Merger Consideration payable 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 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 Certificatethereof. (c) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to Parent any shares of Media Metrix Common Stock with and having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Jupiter Stock Certificate with respect to unless the shares of Parent Common Stock represented thereby, until holder shall first have surrendered such holder surrenders such Company Jupiter Stock Certificate as provided in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)2.3. (d) All shares of Media Metrix Common Stock issued and cash paid upon the surrender for exchange of Jupiter Stock Certificates in accordance with the terms of this Article II shall be deemed to have been issued and paid, respectively, in full satisfaction of all rights pertaining to the Jupiter Shares theretofore represented by such Jupiter Stock Certificates. (e) Any portion of the Exchange Fund that which remains undistributed to the holders of Company Stock Certificates as of the date 180 days Jupiter Shares for six months after the date on which the Merger becomes effective Effective Time shall be delivered to Parent Media Metrix, upon demand, and any holders of Company Stock Certificates Jupiter Shares who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only to Parent Media Metrix for satisfaction payment of their claims claim for Parent Common Stock, cash the Merger Consideration payable in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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 paidthereof. (f) Neither Parent nor None of Media Metrix, Jupiter, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any holder or former holder person in respect of Company Common Stock with respect to any shares of Parent Media Metrix Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund in each case delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. If any Jupiter Stock Certificate shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration payable in respect of the Jupiter Shares evidenced by such Jupiter Stock Certificates, or any dividends or distributions with respect to such Merger Consideration, would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3)), any such Merger Consideration (and any such dividends or distributions) 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. (g) Media Metrix and Merger Sub shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Jupiter Shares such amounts as Media Metrix or Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law (as such terms are defined in Sections 3.14 and 3.6, respectively). To the extent that amounts are so withheld by Media Metrix or Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Jupiter Shares in respect of which such deduction and withholding was made by Media Metrix or Merger Sub. (h) If any Jupiter Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Jupiter Stock Certificate to be lost, stolen or destroyed and, if required by Media Metrix, the posting by such person of a bond in such reasonable amount as Media Metrix may direct as indemnity against any claim that may be made against it with respect to such Jupiter Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Jupiter Stock Certificate the Merger Consideration payable in respect thereof pursuant to this Article II.

Exchange of Certificates. (a) Prior Gold Banc, on behalf of Acquisition Subsidiary, shall make available to the Closing DateAmerican Stock Transfer and Trust Company, Parent shall select a reputable bank or trust company to act Inc., which is hereby designated as exchange agent in the Merger (the "Exchange Agent"). Promptly , at and after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the such number of shares of Parent Gold Banc Common Stock as shall be issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu the holders of fractional shares Company Common Stock in accordance with Section 1.5(d)2.7 hereof. 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 practicable after the Effective TimeClosing Date, Gold Banc, on behalf of the Exchange Agent will Agents, shall mail to each holder of record of a certificate that immediately prior to the registered holders Closing Date represented outstanding shares of Company Common Stock Certificates (i) a form 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 certificates of Company Common Stock Certificates in for exchange for into certificates representing Parent of Gold Banc Common Stock. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent The Gold Banc Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) into which 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate is being converted in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d2.7(b) 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 hereof shall be delivered to Parent upon demandeach stockholder of the Company as set forth in a letter of transmittal. (b) Notwithstanding any other provision herein, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of no fractional shares of Parent Gold Banc Common Stock and any dividends no certificates or distributions with respect scrip therefor or other evidence of ownership thereof will be issued. All fractional shares of Gold Banc Common Stock to Parent Common Stock. (e) 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 which a holder of Company Common Stock would otherwise be entitled to under Section 2.7 hereof shall be aggregated. If a fractional share results from such amounts as may be required to be deducted or withheld therefrom under the Code or under 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 withheldaggregation, such amounts stockholder shall be treated for all purposes under this Agreement as having been paid to entitled, after the Person to whom Effective Time and upon the surrender of such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder stockholder's certificate or former holder certificates representing shares of Company Common Stock, to receive from the Exchange Agent an amount in cash in lieu of such fractional share equal to the product of such fraction and the Average Gold Banc Stock with respect Price. Gold Banc,on behalf of Acquisition Subsidiary, shall make available to any shares of Parent Common Stock (or dividends or distributions with respect thereto)the Exchange Agent, or for as required from time to time, any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementnecessary for this purpose.

Exchange of Certificates. The procedures for exchanging outstanding shares of CoreComm Common Stock for ATX Common Stock pursuant to the Merger shall be as follows: (a) Prior to As of the Closing DateEffective Time, Parent ATX shall select a reputable bank or trust company to act as deposit with an exchange agent in the Merger selected by CoreComm and reasonably acceptable to ATX (the "Exchange Agent"). Promptly after , for the Effective Timebenefit of the holders of shares of CoreComm Common Stock, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent ATX Common Stock and cash amounts so deposited with the Exchange Agent, (such shares of ATX Common Stock together with any dividends or distributions received by the Exchange Agent with respect to thereto, together with such sharescash, are being hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Section 1.3 in exchange for outstanding shares of CoreComm Common Stock." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time represented outstanding shares of Company CoreComm Common Stock Certificates (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 1.4 into the right to receive shares of ATX 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 Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as ATX and CoreComm may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent shares of ATX Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, 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 ATX Common Stock that which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article 1, and (B) the Company Stock Certificate so surrendered shall immediately be canceled. Until surrendered as contemplated by this Section 1.8(b)In the event of a transfer of ownership of CoreComm Common Stock which is not registered in the transfer records of CoreComm, each Company Stock Certificate shall be deemed, from and after a certificate representing the Effective Time, to represent only the right to receive proper number of shares of Parent ATX Common Stock (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 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 issued to such Company Stock Certificate. (c) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.transferee if

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent and the Company shall engage Continental Stock Transfer & Trust Company (or, if Continental Stock Transfer & Trust Company is unable to be engaged, Parent and the Company shall agree upon, select a and engage another reputable bank bank, transfer agent or trust company company) to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after At the Effective Time, Parent shall deposit with the Exchange Agent (i) stock certificates representing the Aggregate Closing Shares (for delivery to the Company Stockholders as provided in Section 1.5 and this Section 1.7) and the Aggregate Escrow Shares (to be held in accordance with the terms of the Escrow Agreement). (b) Prior to the Effective Time, the parties shall cause the Exchange Agent to deliver to each holder of record of Company Common Stock (1) a Letter of Transmittal and (2) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for shares of Parent Common Stock issuable as set forth in this Section 1.7(b). At the Closing, each Company Stockholder that does not perfect its right of appraisal under Section 262 of the DGCL and is otherwise entitled to receive payment for its shares of Company Common Stock pursuant to Section 1.5 of this Section 1 and Agreement (iia “Merger Stockholder”) cash sufficient shall surrender 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 the Company Stock Certificates representing all of such Merger Stockholder’s shares of Company Capital Stock, properly endorsed for transfer, along with respect to such shares, are referred to collectively as the "Exchange Fund." (b) a Letter of Transmittal. As soon as practicable after the Effective Time, the Exchange Agent will mail shall deliver to the registered holders of (i) each Merger Stockholder who has surrendered 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 representing all of such Merger Stockholder’s shares of the Company Common Stock Certificates properly endorsed for transfer, along with an executed Letter of Transmittal, a certificate representing the aggregate number of Closing Shares that such Merger Stockholder has the right to receive under the provisions of Section 1.5, rounded up to the Exchange Agent)nearest whole share, and (ii) instructions for use in effecting the surrender Escrow Agent, on behalf of the Merger Stockholders and holders of Company Stock Certificates in exchange for Options, separate certificates representing Parent Common Stock. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the aggregate number of shares of Parent Common Stock Escrow Shares that such holder Merger Stockholder otherwise has the right to receive pursuant to the provisions of Section 1.5(a)(iii1.5, rounded up to the nearest whole share, which Escrow Shares shall be held (and released) together in accordance with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), 10.5 and (B) 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 terms of the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5Escrow 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 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) 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 represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)1.7. (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 pursuant to this Agreement such amounts as Parent or the Surviving Corporation may be required to be deducted deduct or withheld withhold therefrom under the Code or under any provision of state, local or foreign tax law non-U.S. Tax law, if any; provided, that Parent or Surviving Corporation, as applicable, shall make reasonable efforts to give the holder or former holder of Company Capital Stock notice of the intention to make such deduction or withholding prior to Closing (or other payment date), and timely remit to the appropriate Governmental Body any and all amounts so deducted or withheld and timely file all Tax Returns and provide to any Person such information statement and other documents required to be filed or provided under any other applicable Legal Requirementlaw. For purposes of such deductions and withholdings, one share of Parent Common Stock shall be equal to the Parent Share Price. To the extent such amounts are so deducted or withheldwithheld and remitted to the appropriate Government 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. (fe) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Capital Stock 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, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior to CNT shall, promptly following the Closing DateEffective Time, Parent shall select a reputable bank or trust company to act as deposit the Merger Consideration with an exchange agent in the Merger designated by CNT and reasonably acceptable to SPX (the "Exchange Agent"). Promptly after , for the Effective Time, Parent shall deposit with benefit of the Exchange Agent (i) certificates representing the holders of shares of Parent Company Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares Stock, for exchange in accordance with this 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 2.6 (such shares, are deposit being hereinafter referred to collectively as the "Exchange Fund")." (ba) As soon as reasonably practicable after the Effective Time, CNT will instruct the Exchange Agent will to mail to the registered holders each holder of record of Company Stock Certificates whose shares were converted into the right to receive cash pursuant to Section 2.5(c) (each such holder, a "Former Company Shareholder") (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 Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as CNT and SPX may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockCertificates. Subject Upon surrender to Section 1.5(d), upon surrender the Exchange Agent of a Company Stock Certificate to the Exchange Agent for exchangecancellation, together with a duly executed such letter of transmittal transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number amount of shares of Parent Common Stock that cash which such holder has the right is entitled to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d2.5(c), and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, cash may be paid in accordance with this Article II to a transferee if the Company Stock Certificate evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)2.6, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive shares of Parent Common Stock (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 of any certificate representing Parent Common Stock, require the owner of upon 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 surrender 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 Consideration payable in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockthereof. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior Gold Bank shall obtain from Gold Banc and shall make available to the Exchange Agents, at and after the Bank Merger Effective Time, such number of shares of Gold Banc Common Stock as shall be issuable to the holders of Bank Common Stock in accordance with Section 2.1(c) hereof. As soon as practicable after the Bank Merger Closing Date, Gold Banc, on behalf of the Exchange Agents, shall mail to each holder of record of a certificate that immediately prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent Date represented outstanding shares of Bank Common Stock (i) certificates representing the shares a form letter of Parent Common Stock issuable pursuant to this Section 1 transmittal and (ii) cash sufficient to make payments in lieu instructions for effecting the surrender of fractional shares certificates of Bank Common Stock for exchange into certificates of Gold Banc Common Stock. The Gold Banc Common Stock into which the Bank Common Stock is being converted in accordance with Section 1.5(d)2.1 hereof shall be delivered to each shareholder of the Bank as set forth in a letter of transmittal. The Notwithstanding the foregoing, the Bank will use commercially reasonable efforts to have available at Closing as many Bank Common Stock certificates as possible and Gold Banc will make available to the Bank and its shareholders as many letters of transmittal and instructions for surrendering the Bank Common Stock as requested. (b) Notwithstanding any other provision herein, no fractional shares of Parent Gold Banc Common Stock and cash amounts so deposited with no certificates or scrip therefor or other evidence of ownership thereof will be issued. All fractional shares of Gold Banc Common Stock to which a holder of Bank Common Stock would otherwise be entitled to under Section 2.1 hereof shall be aggregated. If a fractional share results from such aggregation, such shareholder shall be entitled, after the Bank Merger Effective Time and upon the surrender of such shareholder's certificate or certificates representing shares of Bank Common Stock, to receive from the Exchange Agent, together with any dividends or distributions received by Agents an amount in cash in lieu of such fractional share equal to the product of such fraction and the Average Gold Banc Stock Price. Gold Banc shall make available to the Exchange Agent with respect Agents, as required from time to such sharestime, are referred to collectively as the "Exchange Fundany cash necessary for this purpose." (bc) As soon as practicable after the Bank Merger Effective Time, the Exchange Agent will mail Agents shall cancel each certificate for Bank Common Stock that immediately prior to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form Bank Merger Effective Time was owned by the Surviving Corporation 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 issue to the Exchange Agent), and (ii) instructions Surviving Corporation stock certificates for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Gold Bank Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate determined in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)2.1(b) hereof. (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior Immediately after the Merger Effective Time (and subject to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates Mosaic Certificates representing the shares of Parent Mosaic Common Stock issuable pursuant owned by Cargill and its Subsidiaries having been deposited with Mosaic in accordance with Section 2.2(b)), M Holdings shall issue and deliver, or shall cause to this be issued and delivered, to Cargill, share certificates registered in the name of Cargill (in such denominations as shall be requested by Cargill) representing the shares of M Holdings Common Stock, M Holdings Series A-1 Common Stock, M Holdings Series A-2 Common Stock, M Holdings Series A-3 Common Stock, M Holdings Series A-4 Common Stock, M Holdings Series B-1 Common Stock, M Holdings Series B-2 Common Stock and M Holdings Series B-3 Common Stock issued to Cargill in the Merger. (b) Upon delivery by Cargill to M Holdings of Mosaic Certificates representing any Cargill Retained M Holdings Shares in proper form for transfer, M Holdings shall immediately reissue and deliver, or cause to be reissued and delivered, such Cargill Retained M Holdings Shares, in certificated or book entry form, without any legends (except, in the case of any such shares issued in certificated form, as required by Section 1 151(f) of the DGCL), in such denominations, to such Person or Persons and registered in such name or names and otherwise as shall be reasonably requested by Cargill. (iic) cash sufficient After receiving the share certificates of M Holdings Stock referred to make payments in lieu Section 3.4(a), Cargill shall deliver, in proper form for transfer, such share certificates to M Holdings (other than share certificates representing any Cargill Retained M Holdings Shares) and M Holdings shall reissue and deliver, or cause to be reissued and delivered, to Cargill, new certificates representing, or other evidence of fractional ownership of, such shares in accordance with Section 1.5(dSections 4.1(e) and (f). The . (d) Promptly after the Merger Effective Time, M Holdings shall send to each holder of record of shares of Parent Mosaic 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 (other than Cargill) (such shares, are referred to collectively as the "Exchange Fund." (b“Publicly Held Shares”) As soon as practicable after the Effective Time, the Exchange Agent will mail immediately prior to the registered holders of Company Stock Certificates Merger Effective Time whose shares were converted into the right to receive the consideration set forth in Section 3.3(a)(iii) (the “Public 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 Company Stock Mosaic Certificates shall pass, only upon delivery of such Company Stock the Mosaic Certificates to M Holdings and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Mosaic Book-Entry Shares) as M Holdings may reasonably require) (the Exchange Agent), “Letter of Transmittal”) and (ii) instructions for use in effecting to effect the surrender of Company Stock Certificates the Publicly Held Shares in exchange for certificates representing Parent Common Stock. Subject the Public Merger Consideration. (e) Upon (i) the surrender of any Mosaic Certificate to Section 1.5(dM Holdings for cancellation, or (ii) in the case of Mosaic Book-Entry Shares, the receipt of an “agent’s message” by M Holdings (or such other evidence, if any, of transfer as M Holdings may reasonably require), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, in each case together with a duly the Letter of Transmittal, duly, completely, and validly executed letter of transmittal in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentM Holdings, (A) the holder of such Company Stock Certificate shares shall be entitled to receive in exchange therefor a certificate representing (A) the number of Public Merger Consideration into which such shares of Parent Common Mosaic Stock that have been converted pursuant to Section 3.3(a)(iii) and (B) any cash in respect of any dividends or other distributions which the holder of such holder shares has the right to receive pursuant to Section 3.4(i). (f) In the provisions event that a transfer of Section 1.5(a)(iiiownership of Publicly Held Shares is not registered in the stock transfer books or ledger of Mosaic, or if any certificate (or uncertificated book-entry shares) together with any cash for the Public Merger Consideration is to be issued in lieu of fractional share(sa name other than that in which the Mosaic Certificate representing such Publicly Held Shares (or the Mosaic Book-Entry Shares) pursuant surrendered in exchange therefor is registered, it shall be a condition to the provisions of Section 1.5(d), and (B) issuance thereof that the Company Stock Certificate certificate or certificates so surrendered shall be canceled. Until surrendered properly endorsed or otherwise be in proper form for transfer (or, if such Publicly Held Shares are Mosaic Book-Entry Shares, other proper evidence of transfer is presented) and that the Person requesting such exchange shall have paid to M Holdings any transfer or other Taxes required as contemplated by this Section 1.8(b)a result of the issuance of a certificate representing shares of M Holdings Stock (or uncertificated book-entry shares of M Holdings Stock) in any name other than that of the registered holder of such Publicly Held Shares, each Company Stock Certificate or establish to the satisfaction of M Holdings that such Tax has been paid or is not payable. (g) None of the Mosaic Parties or any of their respective Subsidiaries or affiliates shall be deemedliable to any holder of Publicly Held Shares for any Public Merger Consideration delivered to a public official pursuant to any applicable abandoned property, from and after escheat or similar law. (h) In the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of event any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate certificates representing Publicly Held Shares shall have been lost, stolen or destroyed, Parent may, M Holdings shall issue in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of exchange for such lost, stolen or destroyed Company Stock Certificate to provide an appropriate certificates, upon the making of a lost certificate affidavit and agreement reasonably acceptable to deliver M Holdings to indemnify M Holdings and the transfer agent (if M Holdings does not serve as its own transfer agent) (and if requested by M Holdings or the transfer agent (if applicable), the posting of a surety bond (in such sum as Parent may reasonably directcustomary amount and upon customary terms) as indemnity against any claim that may be made against M Holdings and/or the Exchange Agenttransfer agent on account of the alleged loss, Parent theft or destruction of such certificate, by the Surviving Corporation holder thereof, the applicable Public Merger Consideration in accordance with respect to such Company Stock CertificateSection 3.3(a). (ci) No dividends or other distributions declared or made with respect to Parent Common M Holdings Stock with a record date after before the Merger Effective Time that has not been paid prior to the Merger Effective Time shall be paid to the holder of any unsurrendered Company Stock Mosaic Certificate (or Mosaic Book-Entry Shares) with respect to the shares of Parent Common M Holdings Stock represented therebyissuable upon surrender thereof, until the surrender of such holder surrenders such Company Stock Mosaic Certificate (or Mosaic Book-Entry Shares) in accordance with this Section 1.8 Article III. Subject to escheat, tax, or other applicable Law, following surrender of any such Mosaic Certificate (at which time such holder or Mosaic Book-Entry Shares), there shall be entitled paid to receive all such dividends and distributionsthe holder of the certificate representing whole shares of M Holdings Stock (or whole uncertificated book-entry shares of M Holdings Stock) issued in exchange therefor, without interest). , (di) Any portion at the time of such surrender, the Exchange Fund that remains undistributed to holders amount of Company Stock Certificates as of the dividends or other distributions with a record date 180 days after the date on which before the Merger becomes effective shall be delivered to Parent upon demand, Effective Time and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, 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 M Holdings Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date before the Merger Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of M Holdings Stock. (ej) Each The shares of M Holdings Stock issued in accordance with the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to terms of this Agreement to any holder or former holder Article III upon conversion of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Mosaic Stock shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of Mosaic Stock. If, after the Merger Effective Time, any Mosaic Certificates (or dividends or distributions with respect thereto)Mosaic Book-Entry Shares) which formerly represented shares of Mosaic Stock, or are presented to M Holdings for any cash amountsreason, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementthey shall be cancelled and exchanged as provided in this Article III.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly Within three days 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 1, and (ii) 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 registered 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. Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) 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 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 Company Stock Certificate to any Person who may be an "affiliate" (as that term is defined 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 5.11. (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 represented thereby, 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 entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (de) 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ef) 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 under 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. (fg) 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 propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing 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"). Promptly 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) 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 registered 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. Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(sshare of Parent Common Stock) pursuant to the provisions of Section 1.5(d), and (B2) the Company Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Company Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(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 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 bond, if (and in such sum as the amount) required by the Exchange Agent in order to issue certificates for Parent may reasonably direct) Common Stock, and/or an indemnity agreement 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) . 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 represented thereby, which such holder has the right to receive upon surrender thereof 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 entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) . Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 360 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) . 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 under 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. (f) . 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 propertyproperty law, escheat law or similar Legal Requirement. Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Exchange of Certificates. (a) Prior At or prior to the Closing Datedate the Proxy Statement/Prospectus (as defined in Section 6.8) is mailed to shareholders of Biomatrix, Parent Genzyme shall select a reputable bank or trust company to act as appoint an exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT"). Promptly after the Effective Time, Parent Genzyme shall deposit with make available to the Exchange Agent (i) certificates representing the shares of Parent GBS Division Common Stock issuable to be issued and shall pay to the Exchange Agent the aggregate cash amount to be paid, pursuant to this Section 1 and (ii) cash sufficient to make payments Agreement, in lieu of fractional shares in accordance with Section 1.5(d). The exchange for the outstanding shares of Parent Biomatrix 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) Stock. As soon promptly as practicable after the Effective Time, Genzyme or the Exchange Agent will mail send to each former holder of record of shares of Biomatrix Common Stock that were converted into the registered holders right to receive shares of Company GBS Division Common Stock and/or cash pursuant to this Agreement transmittal materials for use in exchanging Certificates (i) for certificates representing the shares of GBS Division Common Stock and/or cash into which such holder's shares of Biomatrix Common Stock have been converted. Upon surrender of 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 Certificate to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to Genzyme or the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such any other documents as may be reasonably required by the Exchange Agent or Parentdocuments, (A) the holder of such Company Stock Certificate shall will be entitled to receive receive, in exchange therefor therefor, (x) a certificate representing for the number of shares of Parent GBS Division Common Stock that to which such holder has is entitled, plus (y) a check in the right to receive amount of any cash due pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d2.1(a)(ii)(A), Section 2.1(b) or Section 2.13, and (B) the Company Stock such Certificate so surrendered shall will be canceled. Until No interest will be paid or will accrue on any such amounts. Notwithstanding the foregoing, any surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall that represents Dissenting Shares will be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (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 returned to the issuance of any certificate representing Parent Common Stock, require the owner of person surrendering 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent Bridge Bancorp shall select designate a reputable bank or trust company reasonably acceptable to DCB to act as the exchange agent in connection with the Merger (the "“Exchange 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 1 and (ii) 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 promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, Bridge Bancorp shall cause the Exchange Agent will to mail to each holder of record of one or more Old Certificates (for purposes of this Section 3.3 Old Certificates shall be deemed to include certificates or book-entry account statements representing DCB Preferred Stock) representing shares of DCB Common Stock or DCB Preferred Stock immediately prior to the registered holders of Company Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 3.1 or the New Bridge Bancorp Preferred Stock Certificates pursuant to Section 3.2, as applicable, (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 Company Stock the Old Certificates shall pass, only upon proper delivery of such Company Stock the Old Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent), Agent and (ii) instructions for use in effecting the surrender of Company Stock the Old Certificates (or affidavits of loss in lieu thereof) in exchange for certificates representing Parent the Merger Consideration that such holder of DCB Common Stock. Subject Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and any cash in lieu payable in respect of Fractional Share Consideration in accordance with Section 3.1.4, and any dividends or distributions to be paid pursuant to Section 1.5(d)3.3.4, or the New Bridge Bancorp Preferred Stock, as applicable, pursuant to Section 3.2 and any dividends or distributions to be paid pursuant to Section 3.3.4. From and after the Effective Time, upon proper surrender of a Company Stock Certificate the Old Certificates (or an affidavit of loss in lieu thereof) for exchange and cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such properly completed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Old Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i)(A) a certificate New Certificate representing the number Merger Consideration to which such holder of shares of Parent DCB Common Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and (B) a check representing the amount of (x) any cash in lieu of fractional shares that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.1.4 and (y) any dividends or distributions that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.3.4, or (ii)(A) a New Certificate representing that number of shares of New Bridge Bancorp Preferred Stock to which such holder of DCB Preferred Stock shall have become entitled pursuant to the provisions Section 3.2, and (B) a check representing the amount of any dividends or distributions which the holder thereof has the right to receive pursuant to Section 1.5(a)(iii) together with 3.3.4, and the Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrue on any cash in lieu of fractional share(s) pursuant shares payable to the provisions holders of Old Certificates or any dividends payable under Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled3.3.4. Until surrendered as contemplated by this Section 1.8(b)3.3.1, each Company Stock Old Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive receive, upon surrender, the number of whole shares of Parent Bridge Bancorp Common Stock (and cash in lieu or shares of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company New Bridge Bancorp Preferred 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) 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 which the shares of Parent DCB Common Stock or DCB Preferred Stock, as applicable, represented thereby, until by such holder surrenders such Company Stock Old Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled have been converted into the right to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares or in respect of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockas contemplated by this Section 3.3.1 and 3.3.4. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing 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 AgentEXCHANGE AGENT"). Promptly 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 2 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(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 FundEXCHANGE FUND"." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered 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 (plus cash in lieu of fractional shares, if any, of Parent Common Stock). Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 2.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b2.7(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 cash in lieu of any fractional share A-6 of Parent Common Stock) as contemplated by this Section 1.52. 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) 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 represented thereby, 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 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) 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 1.8 2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) 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 propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent Activision shall select a reputable designate Continental Stock Transfer & Trust Company, or such other bank or trust company as shall be reasonably acceptable to Expert, to act as exchange agent Exchange Agent in connection with the Merger (the "Exchange Agent"). At, or immediately prior to, the Effective Time, Activision will take all steps necessary to deposit with the Exchange Agent for the benefit of the holders of Expert Shares (i) certificates representing the aggregate number of shares of Activision Common Stock issuable pursuant to Section 2.2 in exchange for outstanding Expert Shares, cash in lieu of fractional shares of Activision Common Stock, and any Cash Shortfall Payment, or (ii) if Activision shall have made the Section 2.3 Election, the Aggregate Cash Consideration (the shares or cash referred to in clause (i) or (ii), as applicable, being hereinafter referred to as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent Activision and the Surviving Corporation shall deposit with cause the Exchange Agent (i) certificates representing the shares to mail to each person who was a record holder, as of Parent Common Stock issuable pursuant to this Section 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent will mail of an outstanding certificate or certificates which immediately prior to the registered holders of Company Stock Certificates Effective Time represented Expert Shares (i) the "Certificates"), a form 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 Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for (i) certificates representing Parent Common Stock. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stockevidencing Activision Shares, cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(e) and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto)Cash Shortfall Payment, or for any cash amounts(ii) the Per Share Cash Consideration, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.if Activision has made the Section 2.3

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after As of the Effective Time, Parent shall deposit with Parent’s transfer agent or another bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent Agent”), for the benefit of the holders of Company Stock Certificates, (iA) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.6(a)(iii)(A) in exchange for outstanding shares of Company Common Stock and (iiB) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The certificates representing the shares of Parent Common Stock and cash amounts so deposited with issuable pursuant to Section 1.6(a)(iv) in exchange for the Exchange AgentLiquidated Shares (the shares of Parent Common Stock, together with any dividends or distributions received by with respect thereto with a record date after the Effective Time, being hereinafter referred to as the “Exchange Fund”). At the Effective Time, Parent shall also deposit with the Exchange Agent for the benefit of holders of Company Stock Certificates, for exchange in accordance with respect this Section 1.9, through the Exchange Agent, cash in an amount sufficient to such shares, are referred make payments for fractional shares required pursuant to collectively as the "Exchange FundSection 1.9(b)." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail send to each of the registered 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 Stockthe Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock 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, Parent shall (Ai) deliver to the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii1.6(a)(iii)(A) together with any cash in lieu of fractional share(sless such holder’s Pro Rata Escrow Shares, and (ii) pursuant deliver to the provisions Escrow Agent under the Escrow Agreement on behalf of Section 1.5(d)such holder a certificate in the name of the Escrow Agent representing that number of shares of Parent Common Stock equal to the product of (A) the Escrow Shares, and multiplied by (B) the total numbers of shares of Company Common Stock owned by such holder immediately prior to the Effective Time divided by the Fully Diluted Company Share Amount (the product of (A) and (B), “Pro Rata Escrow Shares”), provided that the certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate under clause (i) above and to the Escrow Agent under clause (ii) above shall, in each case, represent only whole shares of Parent Common Stock. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Stock Certificate shall be paid in cash an amount equal to the sum of (1) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Parent Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder under clause (i) above and (2) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Parent Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to the Escrow Agent under clause (ii) above. Notwithstanding the foregoing, Parent may deliver to the Escrow Agent one certificate representing the total number of shares of Parent Common Stock to be held in escrow pursuant to this Section 1.9(b) in lieu of issuing separate certificates representing such holder’s Pro Rata Escrow Shares. 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 cash the Merger Consideration in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5accordance with this Agreement. If any Notwithstanding the Company Stock Certificate surrender and delivery requirements set forth herein, if any Stockholder’s Company Stock Certificate(s) 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 may present to provide the Parent in lieu of such lost Company Stock Certificate an appropriate lost stock certificate affidavit and to deliver a bond (in such sum form as Parent may is reasonably direct) satisfactory to the Parent, the “Lost Certificate Affidavit”). Upon delivery and acceptance of such Lost Certificate Affidavit, the Stockholder shall be entitled to receive the Merger Consideration due him, her or it hereunder as indemnity against any claim that may be made against if the Exchange Agent, Parent or the Surviving Corporation with respect to such applicable Company Stock CertificateCertificate were delivered to Parent. (c) 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 represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate or delivers the required Lost Certificate Affidavit in accordance with this Section 1.8 1.9 (at which time such holder shall be entitled to receive all such accumulated dividends and distributions, without interestdistributions and such cash payment). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange AgentParent, Parent and the Surviving Corporation and the Exchange Agent 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 it reasonably determines that it is required to be deducted deduct or withheld withhold therefrom under the Code or under any provision of state, local or foreign tax law and to collect Forms W-8 or under W-9, as applicable, or similar information from the holders of Company Common Stock and any other applicable Legal Requirementrecipients of payments hereunder. 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. (e) Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock for 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not previously complied with this Section 1.9 shall thereafter look only to Parent, as a general unsecured creditor, for payment of its claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company Common Stock 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, escheat or similar Legal Requirementlaw. If any Company Stock Certificate or Lost Certificate Affidavit shall not have been surrendered or delivered, as applicable, prior to one year after the Effective Time (or immediately prior to such earlier date on which any shares of Parent Common Stock and any cash payable to the holder of such Company Stock Certificate or any dividends or distributions payable to the holder of such Company Stock Certificate pursuant to this Section 1.9 would otherwise escheat to or become the property of any Governmental Body), any such shares of Parent Common Stock, or cash, dividends or distributions in respect of such Company Stock Certificate, shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank At or trust company to act as exchange agent in the Merger (the "Exchange 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 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent JetFax will mail send to the registered holders of Company DocuMagix Stock Certificates (i) Certificates, if conversion of the stock represented by such certificate is provided for in Section 1.5, a letter of transmittal in customary form and containing such provisions as Parent JetFax 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)specify, and (ii) instructions for use in effecting the surrender of Company DocuMagix Stock Certificates in exchange for certificates representing Parent JetFax Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company DocuMagix Stock Certificate to the Exchange Agent JetFax for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or ParentJetFax, (A) the holder of such Company DocuMagix Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent JetFax Common Stock that such holder has the right to receive receive, if any, pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)1.5, and (B) the Company each DocuMagix Stock Certificate so surrendered shall be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b)1.10, each Company DocuMagix Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent JetFax Common Stock (and or cash in lieu of any fractional share of Parent JetFax Common Stock) ), if any, as contemplated by Section 1.51.5 or Section 1.10(c). If any Company DocuMagix Stock Certificate shall have been lost, stolen or destroyed, Parent JetFax may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent JetFax Common Stock, require the owner of such lost, stolen or destroyed Company DocuMagix Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent JetFax may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent JetFax or the Surviving Corporation with respect to such Company DocuMagix Stock Certificate. (cb) No dividends or other distributions declared or made with respect to Parent JetFax Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company DocuMagix Stock Certificate with respect to the shares of Parent JetFax Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company DocuMagix Stock Certificate in accordance with this Section 1.8 1.10 (at which time such holder shall be entitled to receive all such dividends and distributionsdistributions and such cash payment). (c) No fractional shares of JetFax Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of DocuMagix who would otherwise be entitled to receive a fraction of a share of JetFax Common Stock (after aggregating all fractional shares of JetFax Common Stock issuable to such holder) shall, upon surrender of such holder's DocuMagix Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest), determined by multiplying such fraction by the Designated JetFax Stock Price. (d) Any portion The shares of the Exchange Fund that remains undistributed JetFax Common Stock to holders of Company Stock Certificates as of the date 180 days after the date on which be issued in the Merger becomes effective shall be delivered to Parent upon demandcharacterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates such shares shall bear a legend identical or similar in accordance effect to the following legend (together with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stockany other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockSOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE." (e) Each of the Exchange Agent, Parent JetFax 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 capital stock of DocuMagix pursuant to this Agreement such amounts as JetFax or the Surviving Corporation may be required to be deducted deduct or withheld withhold therefrom under the Code or under any provision of state, local or foreign 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. (f) Neither Parent JetFax nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to capital stock of DocuMagix for any shares of Parent JetFax 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, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange 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 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent Metricom will mail deliver to the registered holders of Company Overall Wireless Common Stock Certificates (i1) a letter of transmittal in customary form and containing such provisions as Parent Metricom 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 (ii2) instructions for use in effecting the surrender of Company Overall Wireless Common Stock Certificates in exchange for certificates representing Parent Metricom Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Overall Wireless Common Stock Certificate to the Exchange Agent Metricom for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or ParentMetricom, (A) the holder of such Company Overall Wireless Common Stock Certificate shall will be entitled to receive in exchange therefor cash and a certificate representing the number of whole shares of Parent Metricom Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2, and (B) the Company Overall Wireless Common Stock Certificate so surrendered shall will be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company Overall Wireless Common Stock Certificate shall will be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender cash and a certificate representing shares of Parent Metricom Common Stock (and cash in lieu of any fractional share of Parent Metricom Common Stock) as contemplated by this 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 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 Certificate2. (cb) No dividends or other distributions declared or made with respect to Parent Metricom Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Company Overall Wireless Common Stock Certificate with respect to the shares of Parent Metricom Common Stock represented thereby, and no cash payment in lieu of any fractional share will be paid to any such holder, until such holder surrenders such Company Overall Wireless Common Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion will _____________________ * Confidential treatment has been requested for portions 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 this document marked with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable an asterisk 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 Rule 24b-2 under the Code or under any provision Securities Exchange Act of state1934, local or foreign tax law or under any other applicable Legal Requirementas amended. 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 These portions have been paidfiled separately with the Commission. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior At the Closing, Avesta Technologies Canada shall deliver to the Closing Dateeach Caravelle Shareholder who delivered his, Parent shall select her or its certificate representing his or her or its Caravelle Stock (a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentCERTIFICATE"). 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) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered 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 certificate for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that Amalco Exchangeable Shares to which such holder has the right to receive is entitled pursuant to Section 1.4. In the provisions event of Section 1.5(a)(iii) together with a transfer of ownership of Certificates which has not been registered in the transfer records of Caravelle, Amalco Exchangeable Shares may be delivered to a transferee if the Certificate is presented to Avesta Technologies Canada and accompanied by all documents required to evidence and effect such transfer and to evidence that any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceledapplicable stock transfer taxes have been paid. Until When surrendered as contemplated by this Section 1.8(b1.5(a), each Company holder of Caravelle Stock Certificate immediately prior to the Effective Date shall thereafter cease to possess any rights with respect to such Caravelle Stock, except the right to receive upon such surrender such number of shares of Amalco Exchangeable Shares as provided by Section 1.4 herein. Pursuant to Section 1.4 of the Amended and Restated Investor Rights Agreement (as defined below), Technocap Inc. may transfer, without consideration, its shares of Avesta Series B Preferred Stock to any of its partners or shareholders, or retired partners or shareholders, or to the estate of any of its partners or shareholders or retired partners or shareholders, so long as each such transferee agrees in writing to be bound by the terms and conditions of this Agreement and the Amended and Restated Investor Rights Agreement. (b) All Amalco Exchangeable Shares delivered in exchange for the Caravelle Stock in accordance with the terms hereof shall be deemeddeemed to have been delivered in full satisfaction of all rights pertaining to such Caravelle Stock. After the Effective Time, from and there shall be no further registration of transfers on the stock transfer books of Caravelle of the Certificates that were outstanding immediately prior to the Effective Time. If, after the Effective Time, to represent only the right to receive shares of Parent Common Stock (Certificates are presented for any reason, they shall be cancelled and cash exchanged as provided in lieu of any fractional share of Parent Common Stock) as contemplated by this 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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange 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 1 1, and (ii) 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 registered 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. Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) 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 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) 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 represented thereby, which such holder has the right to receive upon surrender thereof 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 entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) 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 propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent SFNC shall deposit deposit, or shall cause to be deposited, with Registrar and Transfer Company ("Transfer Agent"), for the Exchange Agent benefit of the holders of shares of LBI Stock, for exchange in accordance with this Article II, through the Transfer Agent, (i) certificates representing evidencing a number of shares of SFNC Stock equal to the sum of the shares of Parent Common Stock issuable pursuant SFNC required to this Section 1 be issued as Merger Consideration to the shareholders of LBI, and (ii) cash sufficient to make payments in lieu the amount of fractional shares in accordance with Section 1.5(d$20,000.00 ("Fractional Share Fund"). The shares of Parent Common Stock and cash amounts so In the event the initial sum deposited with into the Exchange AgentFractional Share Fund is insufficient to satisfy all payments required to be paid from such fund, together with any dividends or distributions received by the Exchange Agent with respect then SFNC shall immediately deposit funds to remedy such shares, are referred to collectively as the "Exchange Funddeficiency." (b) As soon as practicable Promptly after the Effective Time, SFNC will instruct the Exchange Transfer Agent will to mail to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time evidenced outstanding shares of Company LBI Stock Certificates (other than Dissenting Shares) ("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 Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as SFNC may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockevidencing shares of SFNC Stock and any cash payable hereunder. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal transmittal, duly executed, and such other customary documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) certificates evidencing that number of whole shares of Parent Common SFNC Stock that which such holder has the right to receive pursuant to in respect of the provisions shares of LBI Stock formerly evidenced by such Certificate in accordance with Section 1.5(a)(iii2.02, (B) together with any cash in lieu of fractional share(s) shares of SFNC Stock to which such holder is entitled pursuant to the provisions of Section 1.5(d2.02, (C) any cash payable pursuant to Section 2.03(c), and (BD) any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(c) and the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of LBI Stock which is not registered in the transfer records of LBI, a certificate evidencing the proper number of shares of SFNC Stock may be issued and cash paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of LBI Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)2.04, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive shares of Parent Common Stock (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 upon such surrender 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 CertificateMerger Consideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common SFNC 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 SFNC Stock represented evidenced thereby, and no other part of the Merger Consideration shall be paid to any such holder, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be delivered and paid to the holder of the certificates (i) certificates evidencing whole shares of SFNC Stock issued in exchange therefor, (ii) the cash portion of the Merger Consideration, if any, payable to such holder, including the amount of any cash payable with respect to a fractional share of SFNC Stock to which such holder surrenders is entitled pursuant to Section 2.04(b), any cash payable pursuant to Section 2.03(c) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Company Stock Certificate in accordance whole shares of SFNC Stock, and (iii) at the appropriate payment date, the amount of dividends or other distributions, with this Section 1.8 (at which time a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such holder whole shares of SFNC Stock. No interest shall be entitled to receive all such dividends and distributions, without interest)paid on the Merger Consideration. (d) All shares of SFNC Stock issued and cash paid 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 LBI Stock. (e) Any portion of the Exchange Fractional Share Fund that which remains undistributed to the holders of Company LBI Stock Certificates as of on the date 180 days after six months following the date on which the Merger becomes effective Effective Time shall be delivered to Parent SFNC, upon demand, and any holders of Company LBI Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only directly to Parent SFNC for satisfaction the Merger Consideration to which they are entitled. (f) SFNC shall not be liable to any holder of their claims shares of LBI Stock for Parent Common any Merger Consideration, whether shares of SFNC Stock, cash in lieu of fractional shares of Parent Common Stock and any or dividends or distributions with respect to Parent Common SFNC Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. (g) SFNC shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of LBI Stock such amounts as SFNC is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by SFNC, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of LBI Stock in respect of which such deduction and withholding was made by SFNC.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE 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 1 and (ii) 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 FundEXCHANGE FUND." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such customary 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. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.the

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after 7.2.1 As of the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the all shares of Parent CSI Common Stock issuable pursuant that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to this Section 1 exist and (ii) cash sufficient will be converted into the right to make payments in lieu receive from Asymetrix the number of fractional shares in accordance with Section 1.5(d). The shares of Parent Asymetrix Common Stock and cash amounts so deposited with the Exchange Agentdetermined as set forth in Section 2.1, together with any dividends or distributions received by the Exchange Agent with respect subject to such shares, are referred to collectively as the "Exchange FundSection 2.2." (b) 7.2.2 As soon as practicable after the Effective Time, each holder of shares of CSI Common Stock will surrender the Exchange Agent will mail certificate(s) for such shares (the "Certificates"), duly endorsed as requested by Asymetrix, to Asymetrix for ------------ cancellation. Promptly after the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form Effective Time 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 receipt of such Company Stock Certificates Certificates, Asymetrix will issue 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. Subject to Section 1.5(d), 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, (A) the each tendering holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing for the number of shares of Parent Asymetrix Common Stock that to which such holder has the right to receive is entitled pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) 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 shares of Parent Common Stock (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 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 Certificate2.1. (c) 7.2.3 No dividends or other distributions declared or made with respect payable to Parent holders of record of Asymetrix Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Company Stock Certificate Certificate(s) until the holder of the Certificate(s) surrenders such Certificate(s), or if such certificates are lost, stolen or destroyed, provides an indemnity reasonably acceptable to Asymetrix. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to the shares of Parent Asymetrix Common Stock represented thereby, until so withheld as of any date subsequent to the Effective Time and prior to such holder surrenders such Company date of delivery. 7.2.4 All Asymetrix Common Stock Certificate delivered upon the surrender of CSI Common Stock in accordance with the terms hereof will be deemed to have been delivered in full satisfaction of all rights pertaining to such CSI Common Stock. There will be no further registration of transfers on the stock transfer books of CSI or the transfer agent of such CSI Common Stock . If, after the Effective Time, Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section. 7.2.5 Until certificates representing CSI Common Stock outstanding prior to the Merger are surrendered pursuant to Section 1.8 (at 7.2.2 above, such certificates will be deemed, for all purposes, to evidence ownership of the number of shares of Asymetrix Common Stock into which time such CSI Common Stock will have been converted pursuant to Sections 2.1 hereof. 7.2.6 Certificates which are not presented to Asymetrix within three years after the Closing shall be canceled and the holder shall thereof will no longer be entitled to receive all such dividends and distributions, without interest)any Asymetrix securities in consideration thereof. (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent CP&L shall select a reputable bank or trust company appoint the Exchange Agent to act as the exchange agent in connection with the Merger (the "Exchange Agent")Merger. Promptly From and after the Effective Time, Parent each holder of a certificate which immediately prior to the Effective Time represented outstanding shares of NCNG Common Stock (the "Certificates") shall deposit with be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent Agent, a certificate or certificates representing the number of whole shares of CP&L Common Stock into which such holder's shares were converted in the Merger (together with cash in lieu of any fractional share and any dividends or other distributions with respect to such whole shares of CP&L Common Stock with a record date after the Effective Time). Immediately prior to the Effective Time, CP&L will deliver to the Exchange Agent, in trust for the benefit of the holders of the Certificates, (i) certificates representing the shares of Parent CP&L Common Stock issuable pursuant necessary to this make the exchanges contemplated by Section 1 3.1 hereof on a timely basis and (ii) cash in immediately available funds in an amount sufficient to make payments in lieu pay any dividends or other distributions with respect to the whole shares of CP&L Common Stock with a record date after the Effective Time allocable to each holder of a Certificate. The Exchange Agent will then determine the number of whole shares and fractional shares in accordance with Section 1.5(d). The shares of Parent CP&L Common Stock and cash amounts so deposited with allocable to each holder of a Certificate. Upon the Exchange Agent's determination of the aggregate number of such fractional shares, the Exchange Agent, together with any dividends acting on behalf of the holders thereof, will sell, or distributions received by cause another independent agent to sell, for cash on the Exchange Agent with respect open market, a number of shares of CP&L Common Stock equal to such shares, are referred aggregate number of fractional shares and shall deliver the allocable portion of the sales proceeds to collectively as the "Exchange Fundeach holder of a Certificate to whom such fractional shares were allocable." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each record holder of NCNG Common Stock as of the registered holders of Company Stock Certificates (i) Effective Time, 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 Company Stock Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent), ) and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent shares of CP&L Common StockStock (together with cash in lieu of any fractional share). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal duly executed, and such any other documents as may be reasonably required by the Exchange Agent or Parentdocuments, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent CP&L Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) as set forth herein (together with any cash in lieu of any fractional share(s) pursuant share and any dividends or other distributions with respect to such whole shares of CP&L Common Stock with a record date after the provisions of Section 1.5(dEffective Time), and such Certificate shall forthwith be canceled. No holder of a Certificate or Certificates shall be entitled to receive any dividend or other distribution from CP&L until the surrender of such holder's Certificate for a certificate or certificates representing shares of CP&L Common Stock. Upon such surrender, there shall be paid to the holder the amount of any dividends or other distributions (Bwithout interest) which became payable after the Company Effective Time, but which were not paid by reason of the foregoing, with respect to the number of whole shares of CP&L Common Stock represented by the certificates issued upon surrender. If delivery of CP&L Common Stock is to be made to a person other than the person in whose name the Certificate surrendered is registered or if any certificate for shares of CP&L Common Stock is to be issued in a name other than that in which the Certificate surrendered therefor is registered, it shall be a condition of such delivery or issuance that the Certificate so surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer and that the person requesting such delivery or issuance shall pay any transfer or other taxes required by reason of such delivery or issuance to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of CP&L that such tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 1.8(b)3.2, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent for all purposes only the right to receive shares of Parent CP&L Common Stock (and cash in lieu of any fractional share) as provided in Section 3.1 hereto, without any interest thereon. (c) After the Effective Time, there shall be no transfers on the stock transfer books of NCNG of the shares of NCNG Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to CP&L or NCNG for transfer, they shall be canceled and exchanged for shares of CP&L Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If and any Company Stock Certificate shall have been lost, stolen dividends 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 other distributions with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent whole shares of CP&L 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 represented therebyTime) as provided in Section 3.1 hereof, until such holder surrenders such Company Stock Certificate in accordance with the procedures set forth in this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)3.2. (d) Any portion shares of CP&L Common Stock (and any accrued dividends and distributions thereon), and any cash received by the Exchange Fund Agent for payment in lieu of fractional shares, that remains undistributed to holders remain unclaimed by the former shareholders of Company Stock Certificates as of the date 180 NCNG one hundred eighty (180) days after the date on which the Merger becomes effective Effective Time shall be delivered by the Exchange Agent to Parent upon demand, and any holders CP&L. Any former shareholders of Company Stock Certificates NCNG who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 3.2 shall thereafter look only to Parent CP&L for satisfaction of their claims claim for Parent Common Stockthe consideration set forth herein, cash in lieu of fractional shares of Parent Common Stock and without any dividends or distributions with respect to Parent Common Stock. (e) Each of interest thereon. Notwithstanding the Exchange Agentforegoing, 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 under 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. (f) Neither Parent neither CP&L nor the Surviving Corporation NCNG shall be liable to any holder or former holder of Company shares of NCNG Common Stock with respect to for any shares of Parent CP&L Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, ) delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. (e) In the event of any reclassification, stock split, stock dividend or other transaction having a similar effect with respect to NCNG Common Stock or CP&L Common Stock, any change or conversion of the NCNG Common Stock or CP&L Common Stock into other securities or any other dividend or distribution with respect thereto other than cash dividends and distributions permitted under this Agreement (or if a record date with respect to any of the foregoing should occur), prior to the Effective Time, appropriate and proportionate adjustments, if any, shall be made to the Exchange Ratio and all references to the Exchange Ratio in this Agreement shall be deemed to be to such Exchange Ratio as so adjusted. (f) CP&L shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of NCNG Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by CP&L, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of NCNG Common Stock in respect of which such deduction and withholding was made by CP&L. (g) 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 CP&L, the posting by such person of a bond, in such reasonable amount as CP&L may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate any CP&L Common Stock, any cash in lieu of fractional shares of CP&L Common Stock and any dividends or other distributions to which the holders thereof are entitled pursuant to this Section 3.2.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act As promptly as exchange agent in the Merger (the "Exchange Agent"). Promptly possible after the Effective Time, Parent Sensytech shall deposit with notify its transfer agent (the Exchange Agent (i“Transfer Agent”) certificates representing of the shares names of Parent Common Stock issuable pursuant to this Section 1 former Argon shareholders and (ii) 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 practicable after the Effective Time, the Exchange Agent will mail to the registered 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. Subject to Section 1.5(d), 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, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Sensytech Common Stock that then held by them as a result of the Merger. Sensytech shall, as promptly as possible, send, or cause to be sent, to each of the former Argon shareholders, notice and instructions for surrender of such holder has holders’ Argon stock certificates in exchange for Sensytech stock certificates and shall arrange for the right to receive pursuant to the provisions exchange of Section 1.5(a)(iiiArgon stock certificates for Sensytech stock certificates. (b) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)3.4, each Company Stock Certificate Argon stock certificate shall be deemed, from and deemed at all times after the Effective Time, Time to represent only that number of shares of Sensytech Common Stock into which the shares of Argon Common Stock represented by such Argon stock certificate have been converted as provided in this Article III and the right to receive shares of Parent Common Stock (and upon such surrender cash in lieu of any fractional share shares of Parent Sensytech Common Stock) 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 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 Certificate3.4(e). (c) No dividends or other distributions declared or made with respect to Parent Sensytech Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate Argon stock certificate with respect to the shares of Parent Sensytech Common Stock represented thereby, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 3.4(e), until the holder of such Company Stock Certificate in accordance with this Section 1.8 (at which time Argon stock certificate shall surrender such holder Argon stock certificate. Subject to the effect of any applicable laws, following the surrender of any such Argon stock certificate, there shall be entitled delivered to receive all such dividends and distributionsthe holder of that certificate a stock certificate representing the number of whole shares of Sensytech Common Stock into which the shares represented by the Argon stock certificate have been converted, without interest), plus (A) at the time of such surrender, the amount of any cash payable with respect to any fractional share of Sensytech Common Stock to which such holder is entitled pursuant to Section 3.4(e) and the amount of dividends or other distributions in respect to Sensytech Common Stock with a record date after the Effective Time which has theretofore paid (but withheld pursuant to this Section 3.4) with respect to such whole shares of Sensytech Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions in respect of Sensytech Common Stock with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Sensytech Common Stock. (d) Any portion All shares of the Exchange Fund that remains undistributed to holders Sensytech Common Stock issued upon conversion of Company shares of Argon Common 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 the terms hereof (including any cash paid pursuant to Section 1.8 3.4(c) or 3.4(e)) shall thereafter look only be deemed to Parent for have been issued in full satisfaction of their claims for Parent all rights pertaining to such shares of Argon Common Stock, cash in lieu and there shall be no further registration of fractional transfers on the stock transfer books of the Surviving Corporation of the shares of Parent Argon Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Argon stock certificates are presented to the Sensytech or the Surviving Corporation for any reason, they shall be cancelled and any dividends or distributions with respect to Parent Common Stockexchanged as provided in this Article III. (e) Each No certificates or scrip representing fractional shares of Sensytech Common Stock shall be issued upon the surrender for exchange of Argon stock certificates, and such fractional share interests will not entitle the owner thereof to vote as, or to any rights of, a stockholder of Sensytech. In lieu of any such fractional shares, upon surrender of the Exchange Agentapplicable Argon stock certificates, Parent and the Surviving Corporation Sensytech shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former pay each holder of Company Argon Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of stateStock, 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. (f) Neither Parent nor the Surviving Corporation shall be liable entitled to any holder or former holder receive a fraction of Company a share of Sensytech Common Stock with respect upon surrender of his or her Argon stock certificates pursuant to any this Article III, an amount in cash equal to the product obtained by multiplying (a) the fractional share interest to which such holder (after taking into account all shares of Parent Argon Common Stock held at the Effective Time by such holder) by (or dividends or distributions with respect thereto)b) the closing price on the Nasdaq National Market at the close of the Nasdaq regular session of trading, or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementa share of Sensytech Common Stock on the last trading day immediately preceding the Effective Time.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent Acquiror shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective TimeDate, Parent Acquiror shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Acquiror Common Stock issuable pursuant to this Section 1 Plan, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)11. The shares of Parent Acquiror 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 mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent Acquiror 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 Acquiror Stock. Subject to Section 1.5(d), upon 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 ParentAcquiror, (A1) 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 Acquiror Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any this Plan (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dAcquiror Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)16, each Company Stock Certificate shall be deemed, from and after the Effective TimeDate, to represent only the right to receive shares of Parent Acquiror Common Stock (and cash in lieu of any fractional share of Parent Acquiror Common Stock) as contemplated by Section 1.5); PROVIDED, HOWEVER, THAT ANY SUCH CERTIFICATE THAT IS NOT PROPERLY SUBMITTED FOR EXCHANGE TO ACQUIROR OR THE EXCHANGE AGENT WITHIN TWO YEARS AFTER THE EFFECTIVE DATE SHALL NO LONGER EVIDENCE OWNERSHIP OF SHARES OF ACQUIROR COMMON STOCK AND ALL RIGHTS OF THE HOLDER OF SUCH CERTIFICATE, AS A STOCKHOLDER OF ACQUIROR WITH RESPECT TO THE SHARES PREVIOUSLY EVIDENCED BY SUCH CERTIFICATE, SHALL CEASE. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent Acquiror may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Acquiror 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 Acquiror may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Acquiror or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Acquiror Common Stock with a record date after the Effective Time Date shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby, which such holder has the right to receive upon surrender thereof until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 16 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of the Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent Acquiror upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 16 shall thereafter look only to Parent Acquiror for satisfaction of their claims for Parent Acquiror Common Stock, cash in lieu of fractional shares of Parent Acquiror Common Stock and any dividends or distributions with respect to Parent Acquiror Common Stock. (e) Each of the Exchange Agent, Parent Acquiror 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 under any provision of state, local or foreign tax law or under any other applicable Legal Requirementlaw or regulation. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement Plan as having been paid to the Person person or entity to whom such amounts would otherwise have been paid. (f) Neither Parent Acquiror nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other person or entity with respect to any shares of Parent Acquiror Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirementlaw or regulation.

Exchange of Certificates. (aA) Prior to the Closing Date, Parent shall select a reputable bank At or trust company to act as exchange agent in the Merger (the "Exchange 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 1 and (ii) 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 practicable after the Effective Time, the Exchange Agent Parent will mail send to the registered holders of Company Stock Certificates and Convertible Notes (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)specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates and Convertible Notes in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate or Convertible Note 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, (A) Parent the holder of such Company Stock Certificate or Convertible Note shall be entitled to receive in exchange therefor (subject to Section 8.3) 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 this Section 1.5(a)(iii) together with any cash 1 (assuming, in lieu the case of fractional share(s) pursuant the Convertible Notes, that such Convertible Notes had been converted, immediately prior to the provisions Effective Time in accordance with the terms thereof, into shares of Section 1.5(dCompany Common Stock), and (B) the Company Stock Certificate or Convertible Note so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.8, each Company Stock Certificate or Convertible Note 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 cash in lieu of any fractional share of Parent Common StockStock as described in Section 1.8(c)) as contemplated by this Section 1.51. If any Company Stock Certificate or Convertible Note 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 or Convertible Note 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 CertificateCertificate or Convertible Note. (cB) 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 Convertible Note with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate or Convertible Note in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interestdistributions and such cash payment). No interest shall accrue on any Convertible Note after the Effective Time. (dC) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, 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 such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock or distributions with respect other securities of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common StockStock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s) or Convertible Notes, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Parent Stock Price. (eD) 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 capital stock of the Company Common Stock pursuant to this Agreement such amounts as Parent or the Surviving Corporation may be required to be deducted deduct or withheld withhold therefrom under the Code or under any provision of state, local or foreign 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. (fE) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company Common Stock 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, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior As of the Effective Time, FLCI shall supply, or cause to be supplied, to or for the Closing Date, Parent shall select account of a reputable bank or trust company to act as exchange agent in the Merger be designated by FLCI (the "Exchange AgentEXCHANGE AGENT"). Promptly after , in trust for the Effective Timebenefit of the holders of USOL Stock (other than the Cancelled Shares), Parent shall deposit for exchange in accordance with this Section 2.7, certificates evidencing the Exchange Agent (i) certificates representing the shares of Parent Common FLCI Stock issuable pursuant to this Section 1 Sections 2.6(a) and (ii2.6(b) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common exchange for outstanding USOL Stock and all cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect required to such shares, are referred be paid pursuant to collectively as the "Exchange FundSections 2.6(e) and 2.7(c)." (b) As soon as reasonably practicable after the Effective Time, FLCI shall instruct the Exchange Agent will to mail to each holder of record of a certificate or certificates (the registered holders "USOL CERTIFICATES") which immediately prior to the Effective Time evidenced outstanding shares of Company Stock Certificates USOL Stock, other than Cancelled Shares, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming transmittal, which letter shall specify, among other conditions, that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the USOL Certificates shall pass, only upon proper delivery of such Company Stock the USOL Certificates to the Exchange Agent), and (ii) instructions for use in effecting to effect the surrender of Company Stock the USOL Certificates in exchange for the certificates representing Parent Common Stockevidencing shares of FLCI Stock (the "FLCI CERTIFICATES") and, in lieu of any fractional shares thereof, cash. Subject to Section 1.5(d), upon Upon surrender of a Company Stock USOL Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal transmittal, duly executed, and such other customary documents as may be reasonably required by FLCI or the Exchange Agent or ParentAgent, (A) the holder of such Company Stock USOL Certificate shall be entitled to receive in exchange therefor a certificate representing the (A) FLCI Certificates evidencing that whole number of shares of Parent Common FLCI Stock that which such holder has the right to receive in respect of the shares of USOL Stock formerly evidenced by such USOL Certificate in accordance with applicable provisions hereof; (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions Section 2.7(c); and (C) cash in lieu of a fractional share of FLCI Stock to which such holder is entitled pursuant to Section 1.5(a)(iii2.6(e) together with any (such FLCI Stock, rights, dividends, distributions and cash in lieu of fractional share(s) shares together with any amounts to be withheld pursuant to Section 2.7(f) being collectively referred to as the provisions of Section 1.5(d"MERGER CONSIDERATION"), and (B) the Company Stock USOL Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of USOL Stock which is not registered in the transfer records of USOL as of the Effective Time, FLCI Stock and cash may be issued and paid in accordance with this Article II to a transferee if the applicable certificate is presented to the Exchange Agent, accompanied by all documents required by law to evidence and effect such transfer pursuant to this Section 2.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock outstanding USOL Certificate which represented shares of USOL Stock, shall be deemed, deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to represent only evidence the ownership of the number of full shares of FLCI Stock into which such shares of USOL Stock may be exchanged in accordance herewith and the right to receive shares of Parent Common Stock (and an amount in 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 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 (fractional shares 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 accordance with respect to such Company Stock CertificateSection 2.6(e). (c) No dividends or other distributions declared or made with respect to Parent Common FLCI Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock USOL Certificate with respect to the shares of Parent Common FLCI Stock represented thereby, such holder is entitled to receive until such holder surrenders shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time USOL Certificate. Subject to applicable law, following the surrender of any such holder USOL Certificate, there shall be entitled paid to receive all such dividends and distributionsthe record holder of the FLCI Certificates issued in exchange therefor, without interest), at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of FLCI Stock. (d) Any portion If any FLCI Certificate is to be issued in a name other than that in which the USOL Certificate surrendered in exchange therefor is registered, it shall be a condition of the Exchange Fund issuance thereof that remains undistributed the USOL Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall have paid to holders of Company Stock Certificates as FLCI, or any agent designated by FLCI, any transfer or other taxes required by reason of the date 180 days after issuance of an FLCI Certificate in any name other than that of the date on which registered holder of 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockUSOL Certificate surrendered. (e) Each of the Exchange Agent, Parent FLCI and the Surviving Corporation USOL shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement have no liability to any holder or former holder of Company Common USOL Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under for 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock Merger Consideration (or dividends or distributions with respect thereto), or for any cash amounts, ) which are delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. (f) FLCI or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of USOL Stock such amounts as FLCI or the Exchange Agent may be required to deduct and withhold with respect to any provision of Federal, state, local or foreign Tax laws. To the extent that amounts are so withheld by FLCI or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares in respect of which such deduction and withholding was made by FLCI or the Exchange Agent.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent ChaseMellon Shareholder Services, LLC shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) blank certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) 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 registered 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. Subject to Section 1.5(d), upon 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, (A1) 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Parent Common Stock in accordance with Section 1.5(d)), and (B2) 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 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 (but in no event a bond (in such sum as Parent may reasonably directsurety bond) 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) 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 represented thereby, thereby 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 entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) 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 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under the Code or under 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. (f) 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, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent CIBER shall deposit deposit, or shall cause to be deposited with CIBER’s Corporate Secretary (the “Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (iiAgent”) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)pay the Merger Consideration. 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 Agent with respect to such shares, are is referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company ALPHANET Stock Certificates shall be effected, and risk of loss and title to Company ALPHANET Stock Certificates shall pass, only upon delivery of such Company ALPHANET Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company ALPHANET Stock Certificates in exchange for certificates representing Parent Common Stockcash. Subject to Section 1.5(d), upon Table of Contents Upon surrender of a Company an ALPHANET 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 ParentCIBER, (A1) the holder of such Company ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)Merger Consideration, and (B2) the Company ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5the Merger Consideration. If any Company ALPHANET Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance delivery of any certificate representing Parent Common Stockthe Merger Consideration, require the owner of such lost, stolen or destroyed Company ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company ALPHANET Stock Certificate. (c) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. Within five (a5) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly business days after the Effective Time, Parent NewAlliance shall deposit with take all steps necessary to cause the Exchange Agent (i) to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of Parent NewAlliance Common Stock issuable pursuant to this Section 1 Stock, cash in respect of the Cash Election Price, and (ii) cash sufficient to make payments in lieu respect of fractional shares in accordance with Section 1.5(d)the Fractional Share Price. 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 practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall be subject to the reasonable approval of CBI) shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the 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. Subject to Section 1.5(d), upon Upon proper surrender of a Company Stock Certificate for exchange and cancellation to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefore, as applicable, (i) a certificate representing the that number of shares (if any) of Parent NewAlliance Common Stock to which such former holder of CBI Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of CBI Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 3.1.3 hereof, and (iii) a check representing the amount of cash (if any) payable in respect of the Fractional Share Price, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 1.5(a)(iii) together with any 3.1.5, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional share(sshares. Certificates surrendered for exchange by any person who is an "affiliate" of CBI for purposes of Rule 145(c) pursuant to under the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered Securities Act shall not 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 exchanged for certificates representing shares of Parent NewAlliance Common Stock (and cash in lieu until NewAlliance has received the written agreement of any fractional share of Parent Common Stock) as such person 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 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 Certificate8.4 hereof. (c) 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 represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) 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 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) 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 under 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. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock 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, escheat or similar Legal Requirement.

Exchange of Certificates. (a) If the Series A Required Vote is received for the Series A Amendment or if any holder makes an Irrevocable Election, the Holding Restated Certificate of Incorporation shall establish the terms of Holding's preferred stock, including the Series A Preferred Stock (the "Holding Series A"). Such Holding Restated Certificate of Incorporation shall be substantially in the form of Exhibit 1.4 hereto and shall be filed with the Secretary of State of the State of Delaware prior to the Effective Time. The Holding Series A shall be convertible into Holding Class B Common Stock upon the terms and conditions, and shall have the rights, preferences and privileges, set forth in Exhibit 1.4. (b) Prior to the Closing Date, Parent PacifiCare shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent (i) Holding shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Holding Class A Common Stock, Holding Class B Common Stock and Holding Series A, if any, issuable pursuant to this Section 1 1.5 and (ii) Holding shall deposit cash sufficient to make the payments called for in Section 1.5 and payments in lieu of fractional shares in accordance with Section 1.5(d1.7(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."Holding Class A 6 (bc) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Old Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent Holding or PacifiCare 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 Old Stock Certificates in exchange for certificates representing Parent Common Stockthe consideration set forth in Section 1.5. Subject to Section 1.5(d)If the Series A Required Vote is not received for the Series A Amendment, upon the Exchange Agent may (i) delay mailing the letter of transmittal for holders of Company Series A Preferred Stock who have not made a valid Irrevocable Election until after expiration of the period during which Special Conversion Rights may be exercised or (ii) include the letter of transmittal with the Conversion Notice. Upon surrender of a Company an Old 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 ParentAgent, (A) the holder of such Company Old Stock Certificate shall be entitled to receive in exchange therefor (i) in the case of holders of Company Common Stock, (A) a check in the amount calculated pursuant to this Article 1 (subject to required tax withholding) and (B) certificates representing the number of whole shares of Holding Class A Common Stock and Holding Class B Common Stock that such holder has the right to receive pursuant to the provisions of this Article 1; (ii) in the case of holders of Company Series A Preferred Stock if the Series A Required Vote is received for the Series A Amendment and as to holders who have made a valid Irrevocable Election with respect to the shares represented by such Old Stock Certificate. (A) a check in the amount calculated pursuant to this Article 1 (subject to required tax withholding), and (B) a certificate representing the whole number of shares of Parent Holding Series A that such holder has the right to receive pursuant to the provisions of this Article 1; (iii) in the case of holders of Company Series A Preferred Stock if the Series A Required Vote for the Series A Amendment is not received and a valid Irrevocable Election has not been made with respect to such Company Series A Preferred Stock, (A) if Special Conversion Rights are exercised, the consideration which such holder is entitled to receive upon exercise thereof (subject to required tax withholding) or (B) the As-If-Converted Company Merger Consideration (subject to required tax withholding); and (iv) in the case of holders of PacifiCare Class A Common Stock and PacifiCare Class B Common Stock, certificates representing the number of whole shares of Holding Series A and Holding Series B Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to 1.5. In each case, the provisions of Section 1.5(d), and (B) the Company Old Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7 or by Section 1.5(a)(iv), each Company Old Stock Certificate shall be deemed, from and after the Effective Time, Time to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as upon such surrender the consideration 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 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. (cd) No dividends or other distributions declared or made with respect to Parent Holding Class A Common Stock, Holding Class B Common Stock or, if applicable, Holding Series A, with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Old Stock Certificate with respect to the shares of Parent Holding Class A Common Stock, Holding Class B Common Stock and Holding Series A represented thereby, and no cash payment shall be paid to any such holder, until such holder surrenders such Company Old Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled to receive all such dividends and distributions, without interestdistributions and such cash payment). (de) No certificates or scrip for fractional shares of Holding Class A Common Stock, Holding Class B Common Stock or, if applicable, Holding Series A shall be issued, but in lieu thereof, each holder of shares of Company Common Stock or Company Series A Preferred Stock who would otherwise be entitled to receive a certificate or scrip for a fraction of a share of Holding Class A Common Stock, Holding Class B Common Stock or Holding Series A shall receive from Holding a cash amount equal to the market value of one share of Holding Class A Common Stock, Holding Class B Common Stock or Holding Series A, as the case may be, (based on the closing sales price of one share of Holding Class A Common Stock, Holding Class B Common Stock or Holding Series A as quoted on the Nasdaq National Market or the New York Stock Exchange ("NYSE"), as the case may be, on the first 7 (f) Any portion of the Exchange Fund that remains undistributed to holders former stockholders of the Company Stock Certificates or PacifiCare as of the date 180 365 days after the date on which the Merger becomes Mergers become effective shall be delivered to Parent Holding upon demand, and any holders former stockholders of the Company Stock Certificates or PacifiCare who have not theretofore surrendered their Company Old Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent Holding for satisfaction payment of their claims for Parent cash, Holding Class A Common Stock, cash in lieu of fractional shares of Parent Holding Class B Common Stock Stock, Holding Series A and any dividends or distributions with respect to Parent Common Stockthereto. (e) 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 under 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. (fg) Neither Parent PacifiCare nor the Surviving Corporation Company shall be liable to any holder or former holder of shares of Company Common Stock, PacifiCare Common Stock or Company Series A Preferred Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, amounts from the Exchange Fund delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw.