Common use of Exchange of Shares Other Than Treasury Shares Clause in Contracts

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI shall appoint an exchange agent to effect the exchange of Shares for BBI Common Stock in accordance with the provisions of this Article II (the "Exchange Agent"). From time to time after the Effective Time, BBI shall deposit, or cause to be deposited, certificates representing BBI Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBI. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 hereof, and all such shares of BBI Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBI, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI Common Stock into which the Shares theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBI, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Common Stock ("Presurrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Common Stock which have not received payment of Presurrender Dividends shall look only to BBI for payment thereof. Notwithstanding the foregoing provisions of this Section 2.05, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any BBI Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Novume shall appoint an exchange agent to effect the exchange of Shares for BBI Novume Common Stock and Novume Preferred Stock, and issue cash payments (which cash payments will be paid by Novume) in lieu of fractional shares, in accordance with the provisions of this Article ARTICLE II (the "“Exchange Agent"”). From time to time after the Effective Time, BBI Novume shall deposit, or cause to be deposited, (i) certificates representing BBI Novume Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 2.2 hereof, (ii) certificates representing Novume Preferred Stock for conversion of Shares in accordance with the provisions of Section 2.2 hereof and (iii) checks to each applicable recipient of cash in lieu of fractional shares in accordance with the provisions of Section 2.2 hereof (such certificatescertificates and checks, together with any dividends or distributions with respect thereto, being herein referred to collectively as the "“Exchange Fund"”). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBINovume. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Novume Common Stock or Novume Preferred Stock, as applicable, into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all . All such shares of BBI Novume Common Stock or Novume Preferred Stock, as applicable, issued in accordance with the immediately preceding sentence shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBIthe Parties, other than the payment of dividends and other distributions, if any, to evidence ownership of represent the number of full shares of BBI Common Stock into which right to receive the Shares theretofore represented thereby shall have been converted at Company Merger Consideration or the Effective TimeBrekford Merger Consideration, as the case may be. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Novume Common Stock or Novume Preferred Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Novume Common Stock or Novume Preferred Stock issued in exchange therefor shall receive from the Exchange Agent or from BBINovume, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Novume Common Stock or Novume Preferred Stock ("Presurrender “Pre-Surrender Dividends"”). No interest shall be payable with respect to the payment of Presurrender Pre-Surrender Dividends or cash in lieu of fractional shares, upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Novume Common Stock which that have not received payment of Presurrender Pre- Surrender Dividends or cash in lieu of fractional shares, shall look only to BBI Novume for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Novume Common Stock or Novume Preferred Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI CGI shall appoint appoint, and shall retain for a period of at least six months after the Effective Time, an exchange agent to effect the exchange of Shares shares of STC Capital Stock for BBI CGI Common Stock (and associated CGI Rights) in accordance with the provisions of this Article II III (the "Exchange Agent"). As soon as reasonably practicable after the Effective Time, CGI will instruct the Exchange Agent to mail to each holder of record of STC Capital Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to certificates evidencing shares of STC Capital Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent and shall be in such form and have such other provisions as CGI may reasonably specify) and (ii) instructions to effect the surrender of certificates evidencing shares of STC Capital Stock in exchange for certificates evidencing shares of CGI Common Stock (and associated CGI Rights) and, in lieu of any fractional shares thereof, cash. From time to time after the Effective Time, BBI CGI shall deposit, or cause to be deposited, certificates representing BBI CGI Common Stock (and associated CGI Rights) for conversion of Shares shares of STC Capital Stock in accordance with the provisions of Section 2.02 hereof 3.01 (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares evidencing shares of STC Capital Stock may surrender the same same, together with a duly executed letter of transmittal and such other customary documents as CGI may reasonably require, to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate certificate, letter of transmittal and other documents to BBICGI. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI CGI Common Stock (and associated CGI Rights) into which the Shares shares of STC Capital Stock theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 hereof3.01, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 hereof3.04, and all such shares of BBI CGI Common Stock (and associated CGI Rights) shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shares of STC Capital Stock shall be deemed for all corporate purposes of BBICGI, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI CGI Common Stock (and associated CGI Rights) into which the Shares shares of STC Capital Stock theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares shares of STC Capital Stock is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI CGI Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Sharesshares of STC Capital Stock, however, the record holder of the certificate or certificates representing shares of BBI CGI Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBICGI, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI CGI Common Stock ("Presurrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Sharesshares of STC Capital Stock. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI CGI Common Stock which have not received payment of Presurrender Dividends shall look only to BBI CGI for payment thereof. Notwithstanding the foregoing provisions of this Section 2.053.02, risk of loss and title to such certificates representing Shares shares of STC Capital Stock shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares shares of STC Capital Stock for any BBI CGI Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereof3.03.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Novume shall appoint an exchange agent to effect the exchange of Shares for BBI Novume Common Stock and Novume Preferred Stock in accordance with the provisions of this Article ARTICLE II (the "“Exchange Agent"”). From time to time after the Effective Time, BBI Novume shall deposit, or cause to be deposited, (i) certificates representing BBI Novume Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 2.2 hereof and (ii) certificates representing Novume Preferred Stock for conversion of Shares in accordance with the provisions of Section 2.2 hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to collectively as the "“Exchange Fund"”). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBINovume. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Novume Common Stock or Novume Preferred Stock, as applicable, into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof. All such shares of Novume Common Stock or Novume Preferred Stock, together with a cash payment in lieu of fractional sharesas applicable, if any, issued in accordance with Section 2.07 hereof, and all such shares of BBI Common Stock the immediately preceding sentence shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBIthe Parties, other than the payment of dividends and other distributions, if any, to evidence ownership of represent the number of full shares of BBI Common Stock into which right to receive the Shares theretofore represented thereby shall have been converted at Company Merger Consideration or the Effective TimeBrekford Merger Consideration, as the case may be. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Novume Common Stock or Novume Preferred Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Novume Common Stock or Novume Preferred Stock issued in exchange therefor shall receive from the Exchange Agent or from BBINovume, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Novume Common Stock or Novume Preferred Stock ("Presurrender “Pre-Surrender Dividends"”). No interest shall be payable with respect to the payment of Presurrender Dividends Pre-Surrender Dividends, upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Novume Common Stock which that have not received payment of Presurrender Dividends Pre- Surrender Dividends, shall look only to BBI Novume for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Novume Common Stock or Novume Preferred Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Holdings shall appoint an exchange agent to effect the exchange of Shares for BBI Holdings Common Stock and the Cash Consideration in accordance with the provisions of this Article II (the "Exchange Agent"). From time to time after the Effective Time, BBI Holdings shall deposit, or cause to be deposited, (i) certificates representing BBI Holdings Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 2.2 hereof and (ii) cash in the amount required to pay the Cash Consideration (such cash and such certificates, together with any dividends or distributions with respect thereto, being herein referred to collectively as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIHoldings. Such holder shall be entitled upon such surrender to receive in exchange therefor (a) a certificate or certificates representing the number of full shares of BBI Holdings Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all (b) in the case of the surrender of Telco Shares, cash in the amount of the Cash Consideration. All such shares of BBI Holdings Common Stock issued in accordance with the immediately preceding sentence shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBIthe Parties, other than the payment of dividends and other distributions, if any, to evidence ownership of represent the number of full shares of BBI Common Stock into which right to receive the Shares theretofore represented thereby shall have been converted at EXCEL Merger Consideration or the Effective TimeTelco Merger Consideration, as the case may be. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Holdings Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Holdings Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBIHoldings, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Holdings Common Stock ("Presurrender Pre-Surrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Dividends Pre-Surrender Dividends, Cash Consideration or cash in lieu of fractional shares, upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Holdings Common Stock which that have not received payment of Presurrender Dividends Pre-Surrender Dividends, Cash Consideration or cash in lieu of fractional shares, shall look only to BBI Holdings for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Holdings Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Superholdco shall appoint an exchange agent to effect the exchange of Shares for BBI Superholdco Common Stock in accordance with the provisions of this Article II 2 (the "Exchange Agent"). From time to time As promptly as practicable after the Effective Time, BBI Superholdco shall deposit, or cause to be deposited, certificates representing BBI the shares of Superholdco Common Stock to be issued upon the surrender for conversion exchange of certificates theretofore representing Shares in accordance with the provisions of Section 2.02 2.2 hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to collectively as the "Exchange Fund") and the Excess Shares (as defined in Section 2.7(b) hereof). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBISuperholdco. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Superholdco Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all such shares of BBI Superholdco Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered From and exchanged, each outstanding certificate which, prior to after the Effective Time, until so surrendered and exchanged each outstanding certificate which theretofore represented issued and outstanding Shares (other than Shares to be canceled in accordance with Section 2.3) shall be deemed for all corporate purposes of BBISuperholdco, other than the payment of dividends and other distributions, if any, to evidence ownership of represent the number of full shares of BBI Common Stock into which right to receive the Shares theretofore represented thereby shall have been converted at USI Merger Consideration or the Effective TimeZurn Xxxger Consideration, as the case may be. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Superholdco Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Superholdco Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBISuperholdco, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender issuance shall have become payable with respect to such number of shares of BBI Superholdco Common Stock ("Presurrender Pre-Issuance Dividends"). No interest shall be payable with respect to the payment of Presurrender Pre-Issuance Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Superholdco Common Stock which have not received payment of Presurrender Pre-Issuance Dividends shall look only to BBI Superholdco for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Superholdco Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI SHG shall appoint an exchange agent to effect the exchange of Shares for BBI SHG Common Stock and cash in accordance with the provisions of this Article II (the "Exchange Agent"). From time to time after the Effective Time, BBI SHG shall deposit, or cause to be deposited, cash and certificates representing BBI SHG Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 2.2 hereof (such cash and certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBISHG. Such holder shall be entitled upon such surrender to receive in exchange therefor (a) a certificate or certificates representing the number of full shares of BBI SHG Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together (b) cash which such holder is entitled to receive in accordance with a Section 2.2 hereof and (c) cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all such shares of BBI SHG Common Stock shall be deemed to have been issued at the Effective Time, it being agreed and acknowledged, however, that the Additional Shares shall not be deemed to be issued or outstanding until issuable on the applicable Milestone Date in accordance with the provisions of SCHEDULE 2.2(c). The shares of SHG Common Stock and cash described in the preceding sentence are sometimes collectively referred to herein as the "Merger Consideration." Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBISHG, other than the payment of dividends and other distributions, if any, to evidence ownership of only the number of full shares of BBI Common Stock into which right to receive upon such surrender the Shares theretofore represented thereby shall have been converted at the Effective TimeMerger Consideration. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI SHG Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI SHG Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBISHG, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time (or, with respect to the Additional Shares, subsequent to the Milestone Date) and until such surrender shall have become payable with respect to such number of shares of BBI SHG Common Stock ("Presurrender Dividends"). No interest shall be payable with respect to the Merger Consideration or the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI SHG Common Stock which who have not received payment of the Merger Consideration or the Presurrender Dividends shall look only to BBI SHG for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any BBI SHG Common Stock Stock, cash or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI CGI shall appoint appoint, and shall retain for a period of at least six months after the Effective Time, an exchange agent to effect the exchange of Shares shares of STC Capital Stock for BBI CGI Common Stock (and associated CGI Rights) in accordance with the provisions of this Article II III (the "Exchange AgentEXCHANGE AGENT"). As soon as reasonably practicable after the Effective Time, CGI will instruct the Exchange Agent to mail to each holder of record of STC Capital Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to certificates evidencing shares of STC Capital Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent and shall be in such form and have such other provisions as CGI may reasonably specify) and (ii) instructions to effect the surrender of certificates evidencing shares of STC Capital Stock in exchange for certificates evidencing shares of CGI Common Stock (and associated CGI Rights) and, in lieu of any fractional shares thereof, cash. From time to time after the Effective Time, BBI CGI shall deposit, or cause to be deposited, certificates representing BBI CGI Common Stock (and associated CGI Rights) for conversion of Shares shares of STC Capital Stock in accordance with the provisions of Section 2.02 hereof 3.01 (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange FundEXCHANGE FUND"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares evidencing shares of STC Capital Stock may surrender the same same, together with a duly executed letter of transmittal and such other customary documents as CGI may reasonably require, to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate certificate, letter of transmittal and other documents to BBICGI. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI CGI Common Stock (and associated CGI Rights) into which the Shares shares of STC Capital Stock theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 hereof3.01, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 hereof3.04, and all such shares of BBI CGI Common Stock (and associated CGI Rights) shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBI, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI Common Stock into which the Shares theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBI, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Common Stock ("Presurrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Common Stock which have not received payment of Presurrender Dividends shall look only to BBI for payment thereof. Notwithstanding the foregoing provisions of this Section 2.05, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any BBI Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereof.represented

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI ARC shall appoint enter into an exchange agent agreement with LaSalle Bank National Association or such other bank or trust company as may be designated by ARC and as shall be reasonably satisfactory to AmDoc (the "Exchange Agent") to effect the exchange of AmDoc Shares for BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be, in accordance with the provisions of this Article II (the "Exchange Agent")II. From time At or prior to time after the Effective Time, BBI ARC shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of the holders of AmDoc Shares certificates representing BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock and ARC Series A-3 Preferred Stock for conversion of AmDoc Shares in accordance with the provisions of Section 2.02 2.2 hereof (such certificates, together with any dividends or distributions with respect theretothereto and any cash payable in lieu of any fractional shares of ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock and ARC Series A-3 Preferred Stock being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing AmDoc Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIARC. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be, into which the AmDoc Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all such shares of BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be, shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding AmDoc Shares shall be deemed for all corporate purposes of BBIARC, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be, into which the AmDoc Shares theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing AmDoc Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be, as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon Except as otherwise provided in Section 2.6 hereof, upon the surrender of any such certificate theretofore representing AmDoc Shares, however, the record holder of the certificate or certificates representing shares of BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be, issued in exchange therefor shall receive from the Exchange Agent or from BBIARC, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, as the case may be ("Presurrender Pre-Surrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Pre-Surrender Dividends upon the surrender of certificates theretofore representing AmDoc Shares. After the appointment of the Exchange Agent shall have been terminated, such any holders of BBI Common Stock certificates representing AmDoc Shares which have not received payment of Presurrender Pre- Surrender Dividends shall look only to BBI ARC for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of AmDoc Shares for any BBI ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, any dividends or distributions thereon or any cash payment for fractional shares as contemplated by Section 2.7 hereof, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereoflaw.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Holdco shall appoint an exchange agent to effect the exchange of Shares for BBI Holdco Common Stock in accordance with the provisions of this Article II Section 1.7 (the "Exchange Agent"). From time to time after the Effective Time, BBI Holdco shall deposit, or cause to be deposited, certificates representing BBI Holdco Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 1.7(a) hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIHoldco. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Holdco Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 1.7(a) hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 1.7(f) hereof, and all such shares of BBI Holdco Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate whichthat, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBIHoldco, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI Holdco Common Stock into which the Shares theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Holdco Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Holdco Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBIHoldco, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Holdco Common Stock ("Presurrender Pre-Surrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Pre-Surrender Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Holdco Common Stock which that have not received payment of Presurrender Pre-Surrender Dividends shall look only to BBI Holdco for payment thereof. Notwithstanding the foregoing provisions of this Section 2.051.7(d), risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Holdco Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 1.7(e) hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI ABC shall appoint enter into an exchange agent agreement with American Stock Transfer and Trust Co. or such other bank or trust company as may be designated by ABC and as shall be reasonably satisfactory to NACO (the "Exchange Agent") to effect the exchange of NACO -------------- Shares for BBI ABC Common Stock in accordance with the provisions of this Article II (the "Exchange Agent")II. From time At or prior to time after the Effective Time, BBI ABC shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of the holders of NACO Shares certificates representing BBI ABC Common Stock for conversion of NACO Shares in accordance with the provisions of Section 2.02 2.2 hereof (such certificates, together with any dividends or distributions with respect thereto, thereto and any cash payable in lieu of any fractional shares of ABC Common Stock being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective ------------- Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing NACO Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIABC. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI ABC Common Stock into which the NACO Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all such shares of BBI ABC Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding NACO Shares shall be deemed for all corporate purposes of BBIABC, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI ABC Common Stock into which the NACO Shares theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing NACO Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI ABC Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon Except as otherwise provided in Section 2.6 hereof, upon the surrender of any such certificate theretofore representing NACO Shares, however, the record holder of the certificate or certificates representing shares of BBI ABC Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBIABC, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI ABC Common Stock ("Presurrender Pre- --- Surrender Dividends"). No interest shall be payable with respect to the payment ------------------- of Presurrender Pre-Surrender Dividends upon the surrender of certificates theretofore representing NACO Shares. After the appointment of the Exchange Agent shall have been terminated, such any holders of BBI Common Stock certificates representing NACO Shares which have not received payment of Presurrender Pre-Surrender Dividends shall look only to BBI ABC for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of NACO Shares for any BBI ABC Common Stock or Stock, any dividends or distributions thereon or any cash payment for fractional shares as contemplated by Section 2.7 hereof, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereoflaw.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI SHG shall appoint an exchange agent to effect the exchange of Shares for BBI SHG Common Stock in accordance with the provisions of this Article II (the "Exchange Agent"). From time to time after the Effective Time, BBI SHG shall deposit, or cause to be deposited, certificates representing BBI SHG Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 2.2 hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBISHG. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI SHG Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all such shares of BBI SHG Common Stock shall be deemed to have been issued at the Effective Time, it being agreed and acknowledged, however, that the Additional Shares shall not be deemed to be issued or outstanding until issuable on the applicable Milestone Date in accordance with the provisions of SCHEDULE 2.2(c). Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBISHG, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI SHG Common Stock into which the Shares theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI SHG Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI SHG Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBISHG, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time (or, with respect to the Additional Shares, subsequent to the Milestone Date) and until such surrender shall have become payable with respect to such number of shares of BBI SHG Common Stock ("Presurrender Dividends"). No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI SHG Common Stock which who have not received payment of Presurrender Dividends shall look only to BBI SHG for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any BBI SHG Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI WAG shall appoint an exchange agent reasonably acceptable to the Company to effect the exchange of Shares for BBI shares of Company Common Stock for WAG Common Stock, in accordance with the provisions of this Article II III (the "Exchange AgentEXCHANGE AGENT"). From time to time after the Effective Time, BBI WAG shall deposit, or cause to be deposited, certificates representing BBI WAG Common Stock for conversion of Shares shares of Company Common Stock, in accordance with the provisions of Section 2.02 hereof 3.01 (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange FundEXCHANGE FUND"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares shares of Company Common Stock may surrender the same to the Exchange Agent, Agent and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIWAG. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI WAG Common Stock into which the Shares shares of Company Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 hereof3.01, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 hereof3.04, and all any such shares of BBI WAG Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shares of Company Common Stock shall be deemed for all corporate purposes of BBIWAG, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI WAG Common Stock into which the Shares shares of Company Common Stock theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares shares of Company Common Stock is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI WAG Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Sharesshares of Company Common Stock, however, the record holder of the certificate or certificates representing shares of BBI WAG Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBIWAG, as the case may be, (i) payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI WAG Common Stock ("Presurrender DividendsPRESURRENDER DIVIDENDS")) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of WAG Common Stock. No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Sharesshares of Company Common Stock. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI WAG Common Stock which have not received payment of Presurrender Dividends shall look only to BBI WAG for payment thereof. Notwithstanding the foregoing provisions of this Section 2.053.02, risk of loss and title to such certificates representing Shares shares of Company Common Stock shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares shares of Company Capital Stock for any BBI WAG Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereof3.03. References in this Section 3.02 to Company Common Stock shall be deemed to include the associated Rights. SECTION 3.03.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI WAG shall appoint an exchange agent reasonably acceptable to the Company to effect the exchange of Shares for BBI shares of Company Common Stock for the Merger Consideration, in accordance with the provisions of this Article II III (the "Exchange Agent"). From time to time after the Effective Time, BBI WAG shall deposit, or cause to be deposited, certificates representing BBI WAG Common Stock Stock, the amount of the Cash Consideration Pool and the amount of cash (if any) comprising a portion of the Top-Up Consideration Pool for conversion of Shares shares of Company Common Stock, in accordance with the provisions of Section 2.02 hereof 3.01 (such certificates, together with any dividends or distributions with respect thereto, and funds comprising the Cash Consideration Pool and the Top-Up Consideration Pool (if any) being herein referred to as the "Exchange Fund"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares shares of Company Common Stock may surrender the same to the Exchange Agent, Agent and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIWAG. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI WAG Common Stock Stock, the portion of the Cash Consideration Pool and the portion of the Top-Up Consideration Pool into which the Shares shares of Company Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 hereof3.01, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 hereof3.04, and all such shares of BBI Common Stock the Merger Consideration shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shares of Company Common Stock shall be deemed for all corporate purposes of BBIWAG, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI WAG Common Stock Stock, the portion of the Cash Consideration Pool and the portion of the Top-Up Consideration Pool into which the Shares shares of Company Common Stock theretofore represented thereby shall have been converted at the Effective TimeTime in accordance with the provisions of Section 3.01. Unless and until any such certificate theretofore representing Shares shares of Company Common Stock is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI WAG Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Sharesshares of Company Common Stock, however, the record holder of the certificate or certificates representing shares of BBI WAG Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBIWAG, as the case may be, (i) payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI WAG Common Stock ("Presurrender Dividends")) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of WAG Common Stock. No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Sharesshares of Company Common Stock. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI WAG Common Stock which have not received payment of Presurrender Dividends shall look only to BBI WAG for payment thereof. Notwithstanding the foregoing provisions of this Section 2.053.02, risk of loss and title to such certificates representing Shares shares of Company Common Stock shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares shares of Company Capital Stock for any BBI Common Stock Merger Consideration, or dividends or distributions thereon thereon, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereof3.03. References in this Section 3.02 to Company Common Stock shall be deemed to include the associated Rights." (i) Section 3.03(a) of the Merger Agreement is hereby amended and restated in its entirety as follows: "SECTION 3.03

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI WAG shall appoint an exchange agent reasonably acceptable to the Company to effect the exchange of Shares for BBI shares of Company Common Stock for WAG Common Stock, in accordance with the provisions of this Article II III (the "Exchange AgentEXCHANGE AGENT"). From time to time after the Effective Time, BBI WAG shall deposit, or cause to be deposited, certificates representing BBI WAG Common Stock for conversion of Shares shares of Company Common Stock, in accordance with the provisions of Section 2.02 hereof 3.01 (such certificates, together with any dividends or distributions with respect thereto, being herein referred to as the "Exchange FundEXCHANGE FUND"). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares shares of Company Common Stock may surrender the same to the Exchange Agent, Agent and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBIWAG. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI WAG Common Stock into which the Shares shares of Company Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 hereof3.01, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 hereof3.04, and all any such shares of BBI WAG Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shares of Company Common Stock shall be deemed for all corporate purposes of BBIWAG, other than the payment of dividends and other distributions, if any, to evidence ownership of the number of full shares of BBI WAG Common Stock into which the Shares shares of Company Common Stock theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such certificate theretofore representing Shares shares of Company Common Stock is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI WAG Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Sharesshares of Company Common Stock, however, the record holder of the certificate or certificates representing shares of BBI WAG Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBIWAG, as the case may be, (i) payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI WAG Common Stock ("Presurrender DividendsPRESURRENDER DIVIDENDS")) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of WAG Common Stock. No interest shall be payable with respect to the payment of Presurrender Dividends upon the surrender of certificates theretofore representing Sharesshares of Company Common Stock. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI WAG Common Stock which have not received payment of Presurrender Dividends shall look only to BBI WAG for payment thereof. Notwithstanding the foregoing provisions of this Section 2.053.02, risk of loss and title to such certificates representing Shares shares of Company Common Stock shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares shares of Company Capital Stock for any BBI WAG Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 hereof3.03. References in this Section 3.02 to Company Common Stock shall be deemed to include the associated Rights.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Novume shall appoint an exchange agent to effect the exchange of Shares for BBI Novume Common Stock and Novume Preferred Stock, and issue cash payments (which cash payments will be paid by Novume) in lieu of fractional shares, in accordance with the provisions of this Article ARTICLE II (the "“Exchange Agent"”). From time to time after the Effective Time, BBI Novume shall deposit, or cause to be deposited, (i) certificates representing BBI Novume Common Stock for conversion of Shares in accordance with the provisions of Section 2.02 2.2 hereof, (ii) certificates representing Novume Preferred Stock for conversion of Shares in accordance with the provisions of Section 2.2 hereof and (iii) checks to each applicable recipient of cash in lieu of fractional shares in accordance with the provisions of Section 2.2 hereof (such certificatescertificates and checks, together with any dividends or distributions with respect thereto, being herein referred to collectively as the "“Exchange Fund"”). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBINovume. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Novume Common Stock or Novume Preferred Stock, as applicable, into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all . All such shares of BBI Novume Common Stock or Novume Preferred Stock, as applicable, issued in accordance with the immediately preceding sentence shall be deemed to have been issued at the Effective Time. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of BBIthe Parties, other than the payment of dividends and other distributions, if any, to evidence ownership of represent the number of full shares of BBI Common Stock into which right to receive the Shares theretofore represented thereby shall have been converted at Company Merger Consideration or the Effective TimeBrekford Merger Consideration, as the case may be. Unless and until any such certificate Table of Contents theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Novume Common Stock or Novume Preferred Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Novume Common Stock or Novume Preferred Stock issued in exchange therefor shall receive from the Exchange Agent or from BBINovume, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender shall have become payable with respect to such number of shares of BBI Novume Common Stock or Novume Preferred Stock ("Presurrender “Pre-Surrender Dividends"”). No interest shall be payable with respect to the payment of Presurrender Pre-Surrender Dividends or cash in lieu of fractional shares, upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Novume Common Stock which that have not received payment of Presurrender Pre- Surrender Dividends or cash in lieu of fractional shares, shall look only to BBI Novume for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Novume Common Stock or Novume Preferred Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.

Exchange of Shares Other Than Treasury Shares. Subject to the terms and conditions hereof, at or prior to the Effective Time, BBI Superholdco shall appoint an exchange agent to effect the exchange of Shares for BBI Superholdco Common Stock in accordance with the provisions of this Article II 2 (the "Exchange Agent"). From time to time As promptly as practicable after the Effective Time, BBI Superholdco shall deposit, or cause to be deposited, certificates representing BBI the shares of Superholdco Common Stock to be issued upon the surrender for conversion exchange of certificates theretofore representing Shares in accordance with the provisions of Section 2.02 2.2 hereof (such certificates, together with any dividends or distributions with respect thereto, being herein referred to collectively as the "Exchange Fund") and the Excess Shares (as defined in Section 2.7(b) hereof). Commencing immediately after the Effective Time and until the appointment of the Exchange Agent shall be terminated, each holder of a certificate or certificates theretofore representing Shares may surrender the same to the Exchange Agent, and, after the appointment of the Exchange Agent shall be terminated, any such holder may surrender any such certificate to BBISuperholdco. Such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of full shares of BBI Superholdco Common Stock into which the Shares theretofore represented by the certificate or certificates so surrendered shall have been converted in accordance with the provisions of Section 2.02 2.2 hereof, together with a cash payment in lieu of fractional shares, if any, in accordance with Section 2.07 2.7 hereof, and all such shares of BBI Superholdco Common Stock shall be deemed to have been issued at the Effective Time. Until so surrendered From and exchanged, each outstanding certificate which, prior to after the Effective Time, until so surrendered and exchanged each outstanding certificate which theretofore represented issued and outstanding Shares (other than Shares to be canceled in accordance with Section 2.3) shall be deemed for all corporate purposes of BBISuperholdco, other than the payment of dividends and other distributions, if any, to evidence ownership of represent the number of full shares of BBI Common Stock into which right to receive the Shares theretofore represented thereby shall have been converted at USI Merger Consideration or the Effective TimeZurn Merger Consideration, as the case may be. Unless and until any xxx such certificate theretofore representing Shares is so surrendered, no dividend or other distribution, if any, payable to the holders of record of BBI Superholdco Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect thereof. Upon the surrender of any such certificate theretofore representing Shares, however, the record holder of the certificate or certificates representing shares of BBI Superholdco Common Stock issued in exchange therefor shall receive from the Exchange Agent or from BBISuperholdco, as the case may be, payment of the amount of dividends and other distributions, if any, which as of any date subsequent to the Effective Time and until such surrender issuance shall have become payable with respect to such number of shares of BBI Superholdco Common Stock ("Presurrender Pre-Issuance Dividends"). No interest shall be payable with respect to the payment of Presurrender Pre-Issuance Dividends upon the surrender of certificates theretofore representing Shares. After the appointment of the Exchange Agent shall have been terminated, such holders of BBI Superholdco Common Stock which have not received payment of Presurrender Pre-Issuance Dividends shall look only to BBI Superholdco for payment thereof. Notwithstanding the foregoing provisions of this Section 2.052.5, risk of loss and title to such certificates representing Shares shall pass only upon proper delivery of such certificates to the Exchange Agent, and neither the Exchange Agent nor any party hereto Party shall be liable to a holder of Shares for any BBI Superholdco Common Stock or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law or to a transferee pursuant to Section 2.06 2.6 hereof.