Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three ten business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing, as the Merger Consideration. The case may be, the shares of Parent Common Stock or Parent New Preferred and the cash in lieu of fractional shares, if any, into which the shares of Subject Company Capital Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Common Stock Stock, if any, to which such holder of Subject Company Common Stock became shall have become entitled pursuant to receive the provisions of Article I hereof, (ii) certificates representing that number of shares of Parent 9.875% Preferred and Parent 9.0% Preferred, if any, to which such holder of Subject Company Preferred Stock shall have become entitled pursuant to the provisions of Article I hereof and/or and (yiii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have the right been converted and any dividends or distributions pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonSection 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent ACE*COMM Common Stock to which such holder of Company i3 Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or (with such legends as may be required), (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Constellation-Polaris Merger Effective Time, and in no event more than three business days thereafter, New Polaris shall cause the Exchange Agent shall to mail or otherwise provide to each holder of record of one or more Old Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company applicable New Certificates, and, solely in the case of Sirius Shares or Constellation Shares, any cash in lieu of fractional shares which the Polaris Shares, Sirius Shares or Constellation Shares, as applicable, represented by such Old Certificate or Old Certificates shall have been converted into the right to review both receive pursuant to this Agreement as well as any dividends or other distributions to be paid pursuant to Section 3.03(b). From and after the letter of transmittal and the instructions prior to the Constellation-Polaris Merger Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal transmittal, duly executed (or Election Form, as the case may be, upon proper delivery of an “agent’s message” with respect to book-entry shares) the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares New Polaris Common Shares or the applicable series of Parent Common Stock New Polaris Preferred Stock, as applicable, to which such holder of Company Common Stock became shall be entitled to receive pursuant to the provisions of Article I hereof and/or II, (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article IIII and (iii) any dividends or other distributions which the holder thereof has the right to receive pursuant to this Section 3.03, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash cash portion of the Merger Consideration or the Preferred Merger Consideration, as applicable, or any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by this Section 3.03, each Old Certificate shall be deemed at any time after the Applicable Effective Time to represent only the right to receive, upon surrender, the Merger Consideration or the Preferred Merger Consideration, as applicable, and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 3.03.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Newco Common Stock, Newco New Preferred Stock and any cash in lieu of fractional shares into which the shares of FCN Common Stock or FCN Preferred Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Newco Common Stock or Newco New Preferred Stock to which such holder of Company FCN Common Stock became or FCN Preferred Stock shall have become entitled to receive pursuant to the provisions of Article I hereof and/or II and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article IIII, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of NCBC Common Stock and any cash in lieu of fractional shares into which the shares of CCB Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent NCBC Common Stock to which such holder of Company CCB Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and but in no event more than three business 10 days thereafterafter the later of the Closing Date or the date the Exchange Agent shall have received from Old Kent a substantially complete list of the final shareholders of Old Kent as of the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as reasonably agreed to by the parties (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Fifth Third Common Stock and any cash in lieu of fractional shares into which the shares of Old Kent Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Fifth Third Common Stock to which such holder of Company Old Kent Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or I, (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (iii) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.2(b)(i) and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Parent Common Stock and the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business five (5) days thereafter, Purchaser shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of the Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Purchaser Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The number of whole shares of Purchaser Common Stock and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Purchaser Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Purchaser Common Stock which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent Target shall mail send or cause to be sent to each holder of record Outstanding Target Shares as of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, the Record Date a form of letter of transmittal (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentTransmittal”) and instructions for use in effecting exchanging Old Certificates for cash and certificates representing Purchaser Common Stock which shall be deposited with the Exchange Agent by Purchaser as of the Effective Time. The Letter of Transmittal shall be mailed within ten (10) business days following the date of the Shareholders’ Meeting. The Letter of Transmittal will contain instructions with respect to the surrender of the Old Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior distribution of the Cash Consideration and certificates evidencing the Stock Consideration, which shall be deposited with the Exchange Agent by Purchaser as of the Effective Time. If any certificates for shares of Purchaser Common Stock are to be issued in a name other than that for which an Old Certificate surrendered or exchanged is issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Effective Time and Old Certificate surrendered or provide reasonable comments thereon. After completion funds for their purchase or establish to the satisfaction of the allocation procedure set forth in Section 1.5 Exchange Agent that such taxes are not payable. Unless and upon surrender of a Certificate until Old Certificates or Certificates for exchange and cancellation evidence that such certificates have been lost, stolen or destroyed (accompanied by such security or indemnity as shall be requested by Purchaser) are presented to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates thereof shall not be entitled to receive the consideration to be paid in exchange therefor (x) a certificate representing that number of whole shares of Parent pursuant to the Company Merger or any dividends payable on any Purchaser Common Stock to which he or she is entitled or to exercise any rights as a shareholder of Purchaser Common Stock, except as provided in Section 3.5 below. Subject to applicable Law and to the extent that the same has not yet been paid to a public official pursuant to applicable abandoned property Laws, upon surrender of his or her Old Certificates, the holder thereof shall be paid the consideration to which he or she is entitled. All such property, if held by the Exchange Agent for payment or delivery to the holders of unsurrendered Old Certificates and unclaimed at the end of one (1) year from the Effective Time, shall at such time be paid or redelivered by the Exchange Agent to Purchaser, and after such time any holder of Company an Old Certificate who has not surrendered such certificate shall, subject to applicable Laws and to the extent that the same has not yet been paid to a public official pursuant to applicable abandoned property Laws, look as a general creditor only to Purchaser for payment or delivery of such property. In no event will any holder of Target Common Stock became exchanged in the Company Merger be entitled to receive pursuant to any interest on any amounts held by the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate Exchange Agent or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of CertificatesPurchaser.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of BCB Common Stock and the cash in lieu of fractional shares into which the shares of Pamrapo Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company Pamrapo shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent BCB Common Stock to which such holder of Company Pamrapo Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The , and any cash in lieu of fractional shares, which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate amount of (A) the Per Share Cash Consideration and/or the amount of and any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the shares of Company Common Stock represented by the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash ConsiderationConsideration or any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable but not later than five (5) Business Days after the Effective Time, and in no event more than three business days thereafter, TriCo shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal transmittal, in form and substance reasonably acceptable to TriCo and North Valley, (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and plus instructions for use of the letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of TriCo Common Stock and the cash in lieu of fractional shares into which the shares of North Valley Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of whole shares of Parent TriCo Common Stock to which such holder of Company North Valley Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of a fractional sharesshare, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, which certificate for shares of TriCo Common Stock and check representing cash in lieu of fractional shares shall be mailed to each such holder not later than ten (10) days following receipt by the Exchange Agent of the Certificate or Certificates and a duly executed letter of transmittal, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the shares, unpaid dividends dividends, and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) calendar days thereafter, First Financial shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of MainSource Common Stock at the Effective Time that have been converted at the Effective Time into the right to receive First Financial Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of First Financial Common Stock and any cash in lieu of fractional shares which the shares of MainSource Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent First Financial Common Stock to which such holder of Company MainSource Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of First Financial Common Stock which the shares of MainSource Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Firstar Common Stock and any cash in lieu of fractional shares into which the shares of Mercantile Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Firstar Common Stock to which such holder of Company Mercantile Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, which shares that such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Purchaser shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock (other than Company Restricted Stock Awards) immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Purchaser Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The number of whole shares of Purchaser Common Stock and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Purchaser Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Purchaser Common Stock which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as reasonably agreed to by the parties (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Bank of America Common Stock and any cash in lieu of fractional shares into which the shares of FleetBoston Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that the number of whole shares of Parent Bank of America Common Stock to which such holder of Company FleetBoston Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or I, (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (iii) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of North Fork Common Stock and the cash in lieu of fractional shares into which the shares of GreenPoint Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of whole shares of Parent North Fork Common Stock to which such holder of Company GreenPoint Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III (after taking into account all shares of GreenPoint Common Stock then held by such holder), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, Parent will instruct the Exchange Paying Agent shall to mail to each holder the Persons who, immediately prior to the Effective Time, were record holders of record certificates representing shares of Company Common Stock (“Certificates”) whose Shares are being converted into the Merger Consideration pursuant to Section 2.3: (i) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify in customary form and containing such provisions as Parent may reasonably specify, including a provision confirming that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent), and (ii) and instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates Book Entry Shares for exchange and cancellation to the Exchange Paying Agent, together with a properly duly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent or Election Form, as the case may be, Parent: (A) the holder of such Certificate or Certificates Book Entry Shares shall be entitled to receive in exchange therefor (x) a certificate representing that number the amount of whole Merger Consideration provided in Section 2.3 in full satisfaction of all rights pertaining to the shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or formerly represented by such Certificate or Book Entry Shares, and (yB) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates Book Entry Shares so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, or distributions payable to holders of CertificatesCertificates or Book Entry Shares pursuant to the provisions of Article II.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with certificate formerly representing shares of Dime Common Stock (a properly completed Election Form, "Certificate") a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing, as the Merger Consideration. The Company case may be, the shares of Washington Mutual Common Stock, cash in respect of the Cash Election Price and cash in lieu of fractional shares of Washington Mutual Common Stock, if any, into which the shares of Dime Capital Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Washington Mutual Common Stock (if any) to which such former holder of Company Dime Common Stock became shall have become entitled to receive pursuant to the provisions of Article I Section 2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of Dime Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 2 hereof and/or and (yiii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash (if any) payable in lieu of fractional shares, if anyshares of Washington Mutual Common Stock, which such former holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article Ithis Section 3, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash payable in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesshares.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three (3) business days thereafter, the Exchange Agent Old National shall mail to each holder of record of a Certificate one or more Old Certificates who theretofore representing shares of Anchor Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Article I and that has not theretofore submitted such holder’s Certificate or its Old Certificates with a properly completed Election FormForm of Election, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange AgentOld National) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company Stock Consideration and/or the Cash Consideration which such holder shall have the right become entitled to review both the letter of transmittal receive in accordance with, and the instructions prior subject to, Sections 1.5(a), 2.1 and 2.2 as well as any dividends or distributions to be paid pursuant to Section 2.5(c). From and after the Effective Time and provide reasonable comments thereon. After the completion of the allocation procedure set forth in Section 1.5 and 2.1, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentOld National, together with a such properly executed completed letter of transmittal or Election FormForm of Election, as the case may beapplicable, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common the Stock Consideration to which such holder of Company Anchor Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof in accordance with, and subject to, Sections 1.5(a), 2.1 and 2.2 and/or (yii) a check representing the aggregate Per Share amount of (A) the Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates surrendered in accordance with, and subject to, Sections 1.5(a), 2.1 and 2.2 and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to the provisions of Article ISection 2.5(c), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, Consideration payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.5 and Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the applicable Merger Consideration or in respect of dividends or distributions as contemplated by this Section 2.5.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business five (5) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The number of whole shares of Parent Common Stock, and any cash in lieu of fractional shares, which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Common Stock which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive, and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (aA) As soon as practicable after the Effective Time, and in no event more than three five (5) business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed an Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 1.4 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Frontier Common Stock which such holder of Company WBC Common Stock became entitled to receive pursuant to the provisions of Article ARTICLE I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article ARTICLE I, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Norwest Common Stock and any cash in lieu of fractional shares into which the shares of Xxxxx Fargo Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Norwest Common Stock to which such holder of Company Xxxxx Fargo Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of S1 Common Stock, the cash in lieu of fractional shares into which the shares of Edify Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b) pursuant to this Agreement. The Company Edify shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonsuch documents being finalized. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent S1 Common Stock to which such holder of Company Edify Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or (with such legends as may be required pursuant to Section 1.4(e) hereof), (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and any dividends or distributions pursuant to Section 2.2(b), and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates who theretofore representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Article I and that has not theretofore submitted such holder’s Certificate or its Old Certificates with a properly completed Election FormForm of Election, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company Stock Consideration and/or the Cash Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Sections 1.6, 2.1 and 2.2, and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both the letter of transmittal receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.4(b). From and the instructions prior to after the Effective Time and provide reasonable comments thereon. After the completion of the allocation procedure procedures set forth in Section 1.5 and 2.1, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election FormForm of Election, as the case may beapplicable, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common the Stock Consideration to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or in accordance with, and subject to, Sections 1.6, 2.1 and 2.2 and (yii) a check representing the aggregate Per Share amount of (A) Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates in accordance with, and subject to, Sections 1.6, 2.1 and 2.2, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant Section 2.4(e) and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to the provisions of Article ISection 2.4(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash ConsiderationConsideration or any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by Sections 2.2 and 2.4, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the applicable Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.4.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business five (5) days thereafter, Purchaser shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of the Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Merger Consideration pursuant to ARTICLE I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the number of whole shares of Purchaser Common Stock, the cash portion of the Merger Consideration. The Consideration and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Purchaser Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article ARTICLE I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) the cash in lieu portion of fractional shares, if any, the Merger Consideration which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article Ithis ARTICLE II, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this ARTICLE II and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Considerationcash portion of the Merger Consideration or any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates (except to the extent representing Dissenting Shares) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as prepared by Huntington and reasonably acceptable to Unizan (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Huntington Common Stock and any cash in lieu of fractional shares into which the shares of Unizan Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that the number of whole shares of Parent Huntington Common Stock to which such holder of Company Unizan Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or I, (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (iii) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business 10 days thereafter, Green shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Patriot Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Green Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of Green Common Stock and any cash in lieu of fractional shares which the shares of Patriot Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b), if any. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Green Common Stock to which such holder of Company Patriot Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Subject to applicable law in the Per Share Cash Considerationcase of shares held by Dissenting Shareholders, until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Green Common Stock which the shares of Patriot Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business 10 days thereafter, Sterling shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Xxxxxx Valley Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Sterling Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of Sterling Common Stock and any cash in lieu of fractional shares which the shares of Xxxxxx Valley Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Sterling Common Stock to which such holder of Company Xxxxxx Valley Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Sterling Common Stock which the shares of Xxxxxx Valley Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Common Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Common Certificates shall pass, only upon delivery of the Common Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Common Certificates in exchange for certificates representing the Merger Consideration. The Company shares of SCHWAB Common Stock, any dividends or distributions which a holder of Common Certificates has a right to receive pursuant to Section 2.2(b) and any cash in lieu of fractional shares into which the shares of UST Common Stock represented by such Common Certificate or Common Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Common Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Common Certificate or Certificates shall be entitled to receive in exchange therefor (xi) a certificate representing that number of whole shares of Parent SCHWAB Common Stock to which such holder of Company UST Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (x) any cash dividends or distributions which such holder has a right to receive pursuant to Section 2.2(b) and (y) any cash (rounded to the nearest whole cent) in lieu of fractional shares, if any, shares of SCHWAB Common Stock which such holder has the right to receive in respect of the Common Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Common Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, or distributions payable to holders of Common Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as prepared by Georgia and reasonably acceptable to Wisconsin (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company Consideration and any cash in lieu of fractional shares into which the shares of Wisconsin Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal this Agreement and the instructions prior any dividends or distributions to the Effective Time and provide reasonable comments thereonwhich such holder is entitled pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that the number of whole shares of Parent Georgia Common Stock to which such holder of Company Wisconsin Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or (yafter taking into account all shares of Wisconsin Common Stock then held by such holder), (ii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (iii) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions as contemplated by Section 2.2(b).

Exchange of Shares. (a) As soon promptly as practicable after the Applicable Effective Time, and in no event more than three business days thereafter, Newco shall cause the Exchange Agent shall to mail or otherwise provide to each holder of record of one or more Old Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company applicable New Certificates and any cash in lieu of fractional shares that the Nova I Common Stock or Nova II Common Stock, as applicable, represented by such Old Certificate or Old Certificates shall have been converted into the right to review both receive pursuant to this Agreement, as well as any dividends or other distributions to be paid pursuant to Section 3.03(b). From and after the letter of transmittal and the instructions prior to the Applicable Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly completed and duly executed letter of transmittal (or Election Form, as the case may beupon proper delivery of an “agent’s message” with respect to book-entry shares), the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable: (xi) a certificate New Certificate representing that number of whole shares of Parent Newco Common Stock to which such holder of Company Common Stock became shall be entitled to receive pursuant to the provisions of Article I hereof and/or II; (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of any fractional shares, if any, which shares that such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article IIII; and (iii) any dividends or other distributions that the holder thereof has the right to receive pursuant to this Section 3.03, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the unpaid any dividends and distributions, if any, or other distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 3.03, each Old Certificate shall be deemed at any time after the Applicable Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in respect of dividends or other distributions as contemplated by this Section 3.03.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The number of whole shares of Parent Common Stock, the Cash Consideration and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, (B) the Cash Consideration and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Common Stock which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive, the Cash Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates who theretofore representing shares of National Penn Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Article I and that has not theretofore submitted such holder’s Certificate or its Old Certificates with a properly completed Election FormForm of Election, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company Stock Consideration and/or the Cash Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Sections 1.6(a), 2.1 and 2.2, and any cash in lieu of fractional shares which the shares of National Penn Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both the letter of transmittal receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.4(b). From and the instructions prior to after the Effective Time and provide reasonable comments thereon. After the completion of the allocation procedure set forth in Section 1.5 and 2.1, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election FormForm of Election, as the case may beapplicable, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common the Stock Consideration to which such holder of Company National Penn Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof in accordance with, and subject to, Sections 1.6(a), 2.1 and 2.2 and/or (yii) a check representing the aggregate Per Share amount of (A) the Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates in accordance with, and subject to, Sections 1.6(a), 2.1 and 2.2, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 2.4(e) and (C) any dividends or distributions which the provisions of Article Iholder thereof has the right to receive pursuant to Section 2.4(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash ConsiderationConsideration or any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by this Sections 2.4 and 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the applicable Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.4.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s 's Certificate or Certificates with a properly completed an Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, Company Common Stock as of the Effective Time a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The shares of Parent Common Stock and the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate shall have the right to review both the letter of transmittal and the instructions prior been converted pursuant to the Effective Time and provide reasonable comments thereonMerger. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of a fractional sharesshare of Parent Common Stock, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of CertificatesCompany Common Stock.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The , and any cash in lieu of fractional shares, which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the shares of Company Common Stock represented by the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the unpaid dividends and distributions, if any, or distributions payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Class A Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The number of whole shares of Parent Common Stock, and any cash in lieu of fractional shares, which the shares of Company Class A Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Class A Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Common Stock which the shares of Company Class A Common Stock represented by such Certificate have been converted into the right to receive, and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon Prior to the Effective Time, Parent shall designate a bank or trust company to act as practicable exchange agent in the Merger (the "EXCHANGE AGENT"). Immediately prior to the Effective Time, Parent will take all steps necessary to enable and cause the Company to deposit with the Exchange Agent the funds necessary to make the payments contemplated by Section 2.7 on a timely basis. (b) Promptly after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder record holder, as of record the Effective Time, of a Certificate an outstanding certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, certificates which immediately prior to the Effective Time represented Shares (the "CERTIFICATES") a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender to the Merger Consideration. The Company shall have the right to review both the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may beany other required documents, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (xthe consideration set forth in Section 2.7(a) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article Ihereof, and the such Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Considerationcash payable upon the surrender of the Certificates. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the cash Certificate so surrendered shall be properly endorsed or otherwise in lieu proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of fractional shares the payment to a person other than the registered holder of the Certificate surrendered or establish to the unpaid dividends satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate (other than Certificates representing Shares held by Parent or any subsidiary of Parent, Shares held in the treasury of the Company or held by any subsidiary of the Company and distributionsDissenting Shares) shall represent for all purposes only the right to receive the consideration set forth in Section 2.7(a) hereof, if anywithout any interest thereon. (c) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, payable after the Effective Time, Certificates are presented to holders of Certificates.the Surviving Corporation, they shall be cancelled and exchanged for the consideration provided in Article II hereof in accordance with the procedures set forth in this Article III. 6

Exchange of Shares. (a) As soon as practicable after After the Effective TimeTime of the Merger, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate formerly representing CBI Common Stock, other than Treasury Shares, who surrenders or Certificates who theretofore has not submitted surrendered such holder’s Certificate or Certificates customary affidavits and indemnification regarding the loss or destruction of such Certificate, together with a properly completed Election Form, a form letter of duly executed transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates materials to the Exchange Agent, shall, upon acceptance thereof, be entitled to (i) a book entry representing the FNB Common Stock and instructions for use (ii) the cash into which the shares of CBI Common Stock shall have been converted pursuant to Section 1.4, as well as cash in effecting lieu of any fractional share of FNB Common Stock to which such holder would otherwise be entitled, if applicable. The Exchange Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the surrender Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 2.2, each Certificate representing CBI Common Stock shall be deemed from and after the Effective Time of the Certificates in exchange for the Merger Consideration. The Company shall have to evidence only the right to review both receive the letter Merger Consideration to which it is entitled hereunder upon such surrender. FNB shall not be obligated to deliver the Merger Consideration to which any former holder of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion CBI Common Stock is entitled as a result of the allocation procedure set forth in Section 1.5 and upon surrender of a Merger until such holder surrenders his Certificate or Certificates for exchange and cancellation as provided in this Section 2.2. If any certificate for shares of FNB Common Stock, or any check representing cash and/or declared but unpaid dividends, is to the Exchange Agent, together with be issued in a properly executed letter of transmittal or Election Form, as the case may bename other than that in which a Certificate surrendered for exchange is issued, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamp to the Certificate surrendered or accrued on provide funds for their purchase or establish to the Per Share Cash Consideration, satisfaction of the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of CertificatesExchange Agent that such taxes are not payable.

Exchange of Shares. (a) As soon as practicable Promptly after the Effective TimeDate, and in no event more than three business days thereafter, BRC shall cause its transfer agent (the Exchange Agent shall "Agent") to mail to each record holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formcertificates representing Company Common Stock (the "Certificates"), a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange and any payment for fractional shares. Upon surrender to the Merger Consideration. The Company shall have the right to review both the Agent of a Certificate, together with such letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate or certificates and cash, if applicable, representing that number his, her or its percentage of whole the Merger Consideration as provided in this Article II and such surrendered Certificate shall then be cancelled. Any certificate representing shares of Parent BRC Common Stock which issued pursuant hereto shall bear such restrictive legend or legends as BRC shall deem reasonably necessary to assure compliance with applicable securities laws. If issuance is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of issuance that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance shall pay transfer or other taxes required by reason of the payment to a person other than the registered holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant or established to the satisfaction of BRC that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of Article Ithis Section 2.4, and each Certificate shall represent for all purposes only the Certificate right to receive his, her or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on its percentage of the Per Share Cash Merger Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate Certificates or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election FormBook-Entry Shares, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may betransmittal, the holder of such Certificate or Certificates Book-Entry Share shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates Book-Entry Share surrendered pursuant to the provisions of Article I, and the Certificate or Certificates Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of CertificatesCertificates or Book-Entry Shares.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail or otherwise deliver to each holder of record of a Certificate one or more Old Certificates who theretofore representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Article I and that has not theretofore submitted such holder’s Certificate or its Old Certificates with a properly completed Election FormForm of Election, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Sections 1.6, 2.1 and 2.2, and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.4(b) (or, in the letter case of book-entry shares, such other transmittal instructions as applicable to effective delivery and the instructions prior to surrender of Old Certificate in book entry form). From and after the Effective Time and provide reasonable comments thereon. After the completion of the allocation procedure procedures set forth in Section 1.5 and 2.1, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election FormForm of Election, as the case may beapplicable, duly executed (or upon proper delivery of an “agent’s message” with respect to book-entry shares), the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common the Stock Consideration to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or in accordance with, and subject to, Sections 1.6, 2.1 and 2.2 and (yii) a check representing the aggregate Per Share amount of (A) Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates in accordance with, and subject to, Sections 1.6, 2.1 and 2.2, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant Section 2.4(e) and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to the provisions of Article ISection 2.4(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash ConsiderationConsideration or any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by Sections 2.2 and 2.4, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the applicable Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.4.

Exchange of Shares. (a) Prior to the Effective Time, the Buyer shall appoint the Exchange Agent to effect the exchange for the Initial Shares and the Additional Shares of certificates that, immediately prior to the Effective Time, represented Common Shares converted into Merger Shares pursuant to Section 1.5 (including any Common Shares referred to in the last sentence of Section 1.6(a)) ("Certificates"). On the Closing Date, the Buyer shall deliver to the Exchange Agent, in trust for the benefit of holders of Certificates, stock certificates (issued in the name of the Company Stockholders) representing the Initial Shares, as described in Section 1.5. As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Buyer shall cause the Exchange Agent shall mail to send a notice and a transmittal form to each holder of record of a Certificate or Certificates who theretofore has not submitted advising such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates Agent such Certificate in exchange for the Merger ConsiderationInitial Shares issuable pursuant to Section 1.5. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender Each holder of a Certificate or Certificates for exchange and cancellation Certificate, upon proper surrender thereof to the Exchange AgentAgent in accordance with the instructions in such notice, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (xsubject to any taxes required to be withheld) a certificate the Initial Shares issuable pursuant to Section 1.5. Following determination of the Total Merger Consideration, the Buyer shall deliver to the Exchange Agent stock certificates representing that number of whole shares of Parent Common Stock which such the Additional Shares and each holder of Company Common Stock became a Certificate, upon proper surrender thereto, shall be entitled to receive the Additional Shares issuable pursuant to Section 1.5. Until properly surrendered, each such Certificate shall be deemed for all purposes to evidence only the provisions of Article I hereof and/or right to receive a certificate for the Initial Shares or Additional Shares, if any, issuable pursuant to Section 1.5 (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of and cash in lieu of any fractional sharesshare of Buyer Common Stock, provided that such cash shall be paid following the end of the Measurement Period, as contemplated in Section 1.8 below). Holders of Certificates shall not be entitled to receive certificates for the Initial Shares or Additional Shares, if any, to which they would otherwise be entitled until such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesare properly surrendered.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates (except to the extent representing Dissenting Shares) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as prepared by Huntington and reasonably acceptable to Sky (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company Consideration and any cash in lieu of fractional shares into which the shares of Sky Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal this Agreement and the instructions prior any dividends or distributions to the Effective Time and provide reasonable comments thereonwhich such holder is entitled pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that the number of whole shares of Parent Huntington Common Stock to which such holder of Company Sky Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or I, (yii) a check representing the amount of the aggregate Per Share Cash Consideration and/or (rounded up to the amount of nearest whole cent) and any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (iii) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions as contemplated by Section 2.2(b).

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business days five Business Days thereafter, Rockville shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of United Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Rockville Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of Rockville Common Stock and any cash in lieu of fractional shares which the shares of United Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Rockville Common Stock to which such holder of Company United Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Rockville Common Stock which the shares of United Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Webster Common Stock and the cash in lieu of fractional shares into which the shares of MECH Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company MECH shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonsuch documents being finalized. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of whole shares of Parent Webster Common Stock to which such holder of Company MECH Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable Promptly after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent Vitalink shall mail to each holder record holder, as of record the Effective Time, of a Certificate an outstanding certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, certificates which immediately prior to the Effective Time represented shares of GranCare Common Stock (the "Certificates") a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentVitalink) and instructions for use in effecting the surrender of the Certificates in for exchange for the Merger Considerationthereof. The Company shall have the right Upon surrender to review both the Vitalink of a Certificate, together with such letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Vitalink Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of under this Article III, and the such Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will If any shares of Vitalink Common Stock are to be issued to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of exchange 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 any transfer or other taxes required by reason of the exchange of the Certificate surrendered to a person other than the registered holder or such person shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or accrued is not applicable. Until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent, for all purposes, the right to receive the Closing Consideration in respect of the number of shares of GranCare Common Stock evidenced by such Certificate, without any interest thereon. (b) From and after the Effective Time there shall be no transfers on the Per Share Cash Considerationstock transfer books of the Surviving Corporation of the shares of GranCare Common Stock which were outstanding immediately prior to the Effective Time. If, after the cash Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in lieu this Article II. (c) The Surviving Corporation shall not be liable to any holder of fractional shares of GranCare Common Stock delivered to a public official pursuant to any applicable abandoned property, escheat or the unpaid dividends and distributions, if any, payable to holders of Certificates.similar law. Section 2.03

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole shares of Parent Common Stock, any cash in lieu of fractional shares and the cash portion of the Merger Consideration. The Consideration which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both the letter of transmittal receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). From and the instructions prior to after the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) the cash in lieu portion of fractional shares, if any, the Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article III, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Considerationcash portion of the Merger Consideration or any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of First Place Common Stock and the cash in lieu of fractional shares into which the shares of FFY Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company FFY shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent First Place Common Stock to which such holder of Company FFY Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective TimeDate and after surrender to you of all certificates for shares of TARGET Common Stock registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) (i) a check for the amount of the cash consideration due to the holder, and (ii) with respect to those holders listed in no event more than three business days thereafterSchedule 1, the whole number of EZCORP Shares issuable pursuant to the Merger Agreement, registered in the name of such holder. Until so surrendered, each certificate which immediately prior to the Effective Date represented outstanding shares of TARGET Common Stock shall, at and after the Effective Date, entitle the holder (s) thereof only to receive, upon surrender of it and all other identically registered certificates, the cash and EZCORP Shares (if applicable) contemplated by the preceding paragraph. No dividends or other distributions otherwise payable after the Effective Date to a holder of record of certificates representing shares of TARGET Common Stock shall be paid to such holder unless and until such holder shall have surrendered all certificates representing shares of TARGET Common Stock registered to such holder. The Exchange Agent shall mail place and hold any other distributions not paid to such holders pursuant to the requirements of the foregoing sentence and shall (subject to applicable escheat laws) pay such distributions of each holder of record entitled thereto after such holder shall have surrendered all certificates for shares of a Certificate or Certificates who theretofore has not submitted TARGET Common Stock registered to such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery . No interest shall be effected, and risk of loss and title payable to the Certificates shall pass, only upon delivery of the Certificates to such holders on distributions held by the Exchange Agent) and instructions . If any certificates representing shares of PARENT Common Stock are to be issued in, or a cash is to be paid to, a name other than that in which the certificate for use shares of TARGET Common Stock surrendered in effecting the surrender exchange therefor is registered, it shall be a condition of the issuance or payment thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay to you any transfer or other taxes required, or shall establish to your satisfaction that such tax has been paid or is not payable. Certificates in exchange for the Merger Consideration. The Company to be delivered by mail shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to be forwarded by first class mail under the Exchange Agent’s blanket surety bond, together with a properly executed letter which TARGET and PARENT understand protects TARGET and PARENT and the Exchange Agent from loss or liability arising by virtue of transmittal the non-receipt or Election Form, as non-delivery of such certificates. It is understood that the case may bemarket value of the securities in any one shipment sent by first class mail will not be in excess of $250,000.00. In the event the market value shall exceed $250,000.00, the holder of such Certificate or Certificates envelope shall be entitled to receive in exchange therefor (x) a certificate representing that number mailed by registered mail and shall be insured separately for the replacement value of whole shares its contents at the time of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesmailing.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three (3) business days thereafter, the Exchange Agent shall (and Parent shall cause the Exchange Agent to so) mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for (i) cash equal to the Merger ConsiderationCash Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates and (ii) shares of Parent Common Stock equal to the Stock Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates, plus in each case cash in lieu of fractional shares of Parent Common Stock, valued in accordance with Section 1.05(c) hereof. The Company shall have the right to review both the Such letter of transmittal and instructions shall be in the instructions form agreed to by Parent and the Company prior to the Effective Time and provide reasonable comments thereonClosing. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates so surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Considerationcash paid for the Company Common Stock, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates. Notwithstanding the time of surrender of the Certificates, record holders ("Record Holders") of Company Common Stock shall be deemed stockholders of Parent for all purposes from the Effective Time, except that Parent shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for Parent Common Stock. (Such Record Holder shall receive such withheld dividends, without interest, upon effecting the share exchange.)

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I and who theretofore has not previously submitted such holder’s Certificate or Certificates with a properly completed Election Formits Old Certificates, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both the letter of transmittal receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). From and the instructions prior to after the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Form, as the case may beduly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common the Stock Consideration to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or in accordance with, and subject to, Section 1.5(a), and (yii) a check representing the aggregate Per Share amount of (1) the Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates in accordance with, and subject to, Section 1.5(a), (2) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 2.2(e) and (3) any dividends or distributions which the provisions of Article Iholder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash ConsiderationConsideration or any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The number of whole shares of Parent Common Stock, and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Common Stock which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive, and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Yadkin shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of NewBridge Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Yadkin Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of Yadkin Common Stock and any cash in lieu of fractional shares which the shares of NewBridge Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b), if any. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Yadkin Common Stock to which such holder of Company NewBridge Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Subject to applicable law, until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Yadkin Common Stock which the shares of NewBridge Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective TimePrior to receiving any consideration therefor, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with Acquired Shares shall have delivered to the Payments Administrator (A) a properly completed Election Formand duly executed Letter of Transmittal and statement of Shares held in book entry (the “Book Entry Shares”) and if applicable (B) the certificate or certificates that immediately prior to the Effective Time represented the Shares held by such holder of record (the “Certificates”). At the time of, or immediately following, the determination of the Final Acquisition Consideration, the Payments Administrator shall mail or otherwise provide the Letter of Transmittal to such holder along with instructions thereto and a form letter of transmittal (which shall specify notice to the effect that delivery shall be effected, and the risk of loss and title to the Book Entry Shares and the Certificates shall pass, pass only upon delivery of the Book Entry Shares and the Certificates to the Exchange Agent) and instructions for use in effecting Payments Administrator. Such Letter of Transmittal shall also bind such holder to the provisions of Article IX. Upon surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior Book Entry Shares or a Certificate to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange AgentPayments Administrator, together with a properly executed letter such Letter of transmittal or Election FormTransmittal, as the case may beduly executed, the holder of such Book Entry Shares or Certificate or Certificates shall be entitled to receive in exchange therefor (x) the aggregate amount of consideration into which the Book Entry Shares or Shares represented by such Certificate shall have been converted pursuant to Section 3.4(a), subject to adjustment as provided in Section 3.6, and any Book Entry Shares or Certificate so surrendered shall be canceled. If any portion of the Acquisition Consideration is to be paid to a certificate representing Person other than the Person in whose name the Certificate so surrendered or a Person in whose name the Share is registered, it shall be a condition of exchange that number such Certificate shall be properly endorsed or otherwise in proper form for transfer or that the Payments Administrator shall be provided with reasonable evidence of whole shares the transfer of Parent Common Stock which such Share and that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the exchange to a Person other than the registered holder of Company Common Stock became entitled to receive pursuant such Book Entry Shares or Certificate or establish to the provisions reasonable satisfaction of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or Payments Administrator that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.5(a), ownership of Book Entry Shares and each Certificate shall be deemed as of the amount of cash in lieu of fractional shares, if any, which such holder has Effective Time to represent only the right to receive receive, upon receipt of a Letter of Transmittal duly signed or surrender of such Book Entry Shares or Certificate in respect accordance with this Section 3.5, the aggregate amount of consideration into which the Book Entry Shares or the Shares represented by such Certificate or Certificates surrendered shall have been converted pursuant to the provisions of Article ISection 3.4(a), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash subject to adjustment as provided in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of CertificatesSection 3.6.

Exchange of Shares. (a) As soon as practicable Promptly after the Effective Time, and in no event more than three business days thereafter, OCA shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of OCA Common Stock and the cash in lieu of fractional shares into which the shares of OrthAlliance Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor and the Exchange Agent shall promptly mail to such holder following such surrender (xi) a certificate representing that number of whole shares of Parent OCA Common Stock to which such holder of Company OrthAlliance Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or II and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of BSB Bancorp Common Stock and the cash in lieu of fractional shares into which the shares of SKAN Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company SKAN shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonsuch documents being finalized. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of whole shares of Parent BSB Bancorp Common Stock to which such holder of Company SKAN Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as reasonably practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Seagate Common Stock and cash in lieu of fractional shares of Seagate Common Stock, if any, into which the shares of Maxtor Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate or evidence of shares in book-entry form representing that number of whole shares of Parent Seagate Common Stock (if any) to which such former holder of Company Maxtor Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or Section 2 hereof, and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash (if any) payable in lieu of fractional shares, if anyshares of Seagate Common Stock, which such former holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article Ithis Section 3, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash payable in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesshares.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, HRB shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Xenith Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive HRB Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of HRB Common Stock and any cash in lieu of fractional shares which the shares of Xenith Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent HRB Common Stock to which such holder of Company Xenith Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash any Merger Consideration, dividends or distributions or cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of HRB Common Stock which the shares of Xenith Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Company Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon delivery of the Certificates certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Company Certificates in exchange for cash, certificates representing the Merger Consideration. The shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock, if any, into which the shares of Company Common Stock represented by such certificate or certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Company Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Company Certificate or Certificates shall be entitled to receive in exchange therefor therefor, (xi) a certificate representing that number of whole shares of Parent Common Stock to which such former holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions Section 3.1(b), (ii) a check representing that amount of Article I hereof and/or cash to which such former holder of Company Common Stock shall have become entitled pursuant to Section 3.1(b), and (yiii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash (if any) payable in lieu of fractional shares, if anyshares of Parent Common Stock, which such former holder has the right to receive in respect of the Company Certificate or Certificates surrendered pursuant to the provisions of Article Ithis ARTICLE 4, and the Company Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash payable in lieu respect of fractional shares Company Common Stock pursuant to Section 3.1(b) or the unpaid dividends and distributions, if any, payable to holders of Certificatesthis ARTICLE 4.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Buyer Common Stock and the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereoninstructions. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Buyer Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional sharesshare, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable following the Effective Time, Parent shall cause the Exchange Agent to (and Parent shall use its commercially reasonable efforts to cause the Exchange Agent to within three Business Days after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall ) mail to each holder of record of an outstanding certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding Company Shares and each holder of record of uncertificated Company Shares represented by book-entry (“Book-Entry Shares”) which, in each case, were converted into the right to receive the Merger Consideration pursuant to Section 3.8(a), (i) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of election and transmittal (which shall will include the Form of Merger Election), which will specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentAgent and (ii) and instructions for use in effecting the surrender of the such Certificates and Book-Entry Shares in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior Upon surrender to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender Exchange Agent of a Certificate or Certificates Book-Entry Share for exchange and cancellation to the Exchange Agentcancellation, together with a properly executed letter of transmittal or Election Formelection and transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as the case may bebe reasonably required pursuant to such instructions, the holder of such Certificate or Certificates shall and Book-Entry Shares will be entitled to receive in exchange therefor therefor, (xi) promptly thereafter a stock certificate representing that the number of whole shares of Parent Common Stock which such holder (a “Parent Certificate”) or uncertificated shares of Company Parent Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares“Parent Book-Entry Shares”), if anyas applicable, which that such former holder has the right to receive pursuant to Section 3.8 in respect of the Company Shares formerly represented by such Certificate or Certificates surrendered Book-Entry Shares after taking into account all Company Shares then held by such former holder, (ii) promptly thereafter a check in amount of U.S. dollars for cash that such former holder has the right to receive pursuant to Section 3.8 in respect of the provisions of Article ICompany Shares formerly represented by such Certificate or Book-Entry Shares after taking into account all Company Shares then held by such holder (after giving effect to any required withholdings pursuant to Section 3.13), and (iii) a check for cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.12(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.12(b), and upon such surrender the Certificate Certificates or Certificates Book-Entry Shares so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Merger Consideration, the cash in lieu of fractional shares shares, or the any unpaid dividends and distributions, if any, distributions payable to holders of CertificatesCertificates or Book-Entry Shares.

Exchange of Shares. (a) As soon as practicable after At least 15 days prior to the Effective Time, and in no event more than three business days thereafter, the Exchange Agent Compass shall mail deliver to each record holder (the "Shareholders") of record an outstanding certificate or certificates which as of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formthe Effective Time will represent Shares (the "Certificates"), a form letter of transmittal in substantially the form of Exhibit A attached hereto approved by the Bank and Compass ("Letters of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentCompass) and instructions for use in effecting the surrender of the Certificates for payment therefor. If the Shareholders provide Compass with copies of completed Letters of Transmittal and Certificates, Compass shall promptly, but in exchange for no event later than the Merger Consideration. The Company shall have fifth business day after the right to review both delivery of such Letters of Transmittal, advise the letter Bank whether any defect, omission or other issue exists, regarding the Letters of transmittal and Transmittal or the instructions prior to Certificates, that would prevent any Shareholder from receiving, at the Effective Time Time, cash and provide reasonable comments thereon. After completion of Compass Common Stock in the allocation procedure set forth amount provided for in Section 1.5 and upon 1.6. Upon surrender to Compass of a Certificate or Certificates for exchange and cancellation to the Exchange AgentCertificate, together with a properly executed letter and completed Letter of transmittal or Election Form, as the case may beTransmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent cash and Compass Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or in the amount of cash provided in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article ISection 1.6, and the such Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Considerationcash payable upon surrender of the Certificate and no dividend will be disbursed with respect to the shares of Compass Common Stock until the holder's Shares are surrendered in exchange therefor. If payment or delivery of Compass Common Stock is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the cash Certificate so surrendered shall be properly endorsed or otherwise be in lieu proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of fractional shares the payment and delivery of Compass Common Stock to a person other than the registered holder of the Certificate surrendered or establish to the unpaid dividends and distributionssatisfaction of the Surviving Bank that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.1, if any, payable each Certificate shall represent for all purposes the right to holders of Certificatesreceive the Merger Consideration without any interest thereon.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall will mail to each holder of record of a Certificate one or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formmore certificates representing Company Shares immediately prior to the Effective Time (each, a form “Certificate”) a letter of transmittal in customary form satisfactory to Parent (which shall specify will specify, among other things, that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationCertificates. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation or an affidavit of the fact that such Certificate has been lost, stolen or destroyed pursuant to Section 2.12(g), to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall will be entitled to receive in exchange therefor therefor, (xi) promptly thereafter a stock certificate representing that the number of whole shares of Parent Common Stock which such holder (a “Parent Certificate”) equal to the product of (A) the number of Company Common Stock became entitled to receive pursuant Shares represented by the surrendered Certificate and (B) the Closing Date Per Share Merger Consideration (rounded down to the provisions of Article I hereof and/or nearest whole share), (yii) a check representing the aggregate amount of any dividends or distributions then payable pursuant to Section 2.12(b)(i), and (iii) at the time set forth in the Escrow Agreement, a Parent Certificate equal to the product of (A) the number of Company Shares represented by the surrendered Certificate and (B) the Indemnity Escrow Fund Per Share Cash Consideration and/or the amount of cash in lieu of fractional sharesMerger Consideration, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant any (rounded down to the provisions of Article Inearest whole share), and upon such surrender the Certificate or Certificates so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) As soon All of the shares of Company Common Stock and Company Preferred Stock converted into the right to receive Merger Consideration and Preferred Stock Merger Consideration (as practicable after applicable), respectively, pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and in no event more than three business days thereaftereach certificate (each, the Exchange Agent shall mail an “Old Certificate”, it being understood that any reference herein to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery “Old Certificate” shall be effected, and risk of loss and title deemed to include reference to book-entry account statements relating to the Certificates ownership of shares of capital stock of Company) previously representing any such shares shall pass, thereafter represent only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both receive (i) the letter applicable Merger Consideration or Preferred Stock Merger Consideration, (ii) cash in lieu of transmittal fractional shares which the shares of capital stock of Company represented by such Old Certificate have been converted into the right to receive pursuant to this Article II, without any interest thereon and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate (iii) any dividends or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, distributions which the holder thereof has the right to receive pursuant to Section 2.8(c). Old Certificates previously representing shares of such Certificate or Certificates capital stock of Company shall be entitled exchanged for certificates or, at Parent’s option, evidence of shares in book entry form (collectively referred to receive in exchange therefor (x) a certificate herein as “New Certificates”), representing that number of whole shares of Parent Common Stock which such holder or preferred stock of Company Common Stock became entitled to receive pursuant to the provisions of Parent (as applicable) and cash as set forth in this Article I hereof and/or II (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in together with any dividends or distributions with respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, thereto and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Old Certificates in accordance with Section 2.8(c), without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or capital stock of Company shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the unpaid dividends and distributions, if any, payable Exchange Ratio to give holders of Certificatescapital stock of Company the same economic effect as contemplated by this Agreement prior to such event.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions in- structions for use in effecting the surrender of the Certificates Certifi- xxxxx in exchange for certificates representing the Merger Considerationshares of Webster Common Stock and the cash in lieu of fractional shares into which the shares of Eagle Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company Eagle shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonsuch documents being finalized. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Webster Common Stock to which such holder of Company Eagle Common Stock became shall have become entitled to receive pursuant to the provisions of Article Ar- ticle I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant pur- suant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company Bank shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Bank Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective TimeDate and after surrender to you of all Warrant Certificates registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in no event more than three business days thereafterwhose name such Warrant Certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) the whole number of new Warrant Certificates, registered in the name of such holder(s). Until so surrendered, each Warrant Certificate, which immediately prior to the Effective Date represented Company Warrants, shall, at and after the Effective Date, entitle the holder(s) thereof only to receive, upon surrender of it and all other identically registered certificates, the certificates representing new Company Warrants. No dividends or other distributions otherwise payable after the Effective Date to a holder of record of Warrant Certificates shall be paid to such holder unless and until such holder shall have surrendered all Warrant Certificates registered to such holder. The Exchange Agent shall mail place and hold any other distributions not paid to such holders pursuant to the requirements of the foregoing sentence and shall (subject to applicable escheat laws) pay such distributions of each holder of record of a Certificate or entitled thereto after such holder shall have surrendered all Warrant Certificates who theretofore has not submitted registered to such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery . No interest shall be effected, and risk of loss and title payable to the Certificates shall pass, only upon delivery of the Certificates to such holders on distributions held by the Exchange Agent) and instructions . If any Warrant Certificates are to be issued in a name other than that in which the certificate for use in effecting the surrender shares of the Warrant Certificates surrendered in exchange for the Merger Consideration. The Company therefor is registered, it shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion be a condition of the allocation procedure set forth issuance or payment thereof that the certificate so surrendered shall be properly endorsed and otherwise in Section 1.5 proper form for transfer and upon surrender of a Certificate that the person requesting such exchange shall pay to you any transfer or other taxes required, or shall establish to your satisfaction that such tax has been paid or is not payable. Warrant Certificates for exchange and cancellation to be delivered by mail shall be forwarded by first class mail under the Exchange Agent’s blanket surety bond, together with a properly executed letter which the Company and the Company understand protects the Company and the Company and the Exchange Agent from loss or liability arising by virtue of transmittal the non-receipt or Election Form, as non-delivery of such certificates. It is understood that the case may bemarket value of the securities in any one shipment sent by first class mail will not be in excess of $250,000.00. In the event the market value shall exceed $250,000.00, the holder of such Certificate or Certificates envelope shall be entitled to receive in exchange therefor (x) a certificate representing that number mailed by registered mail and shall be insured separately for the replacement value of whole shares its contents at the time of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesmailing.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of BancorpSouth Common Stock and the cash in lieu of fractional shares into which the shares of Acquiree Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (xi) a certificate representing that number of whole shares of Parent BancorpSouth Common Stock to which such holder of Company Acquiree Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Lycos Certificates, TMCS Class A Certificates and TMCS Class B Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificates shall pass, only upon delivery of the Certificates certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates such certificates in exchange for certificates representing the Merger Consideration. The Company shares of Newco Common Stock, Newco Class B Common Stock, Newco Convertible Preferred Stock, as the case may be, and any cash in lieu of fractional shares into which the shares represented by such certificate or certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Lycos Certificate, TMCS Class A Certificate or Certificates TMCS Class B Certificate or Certificates, as the case may be, for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, and any other required documents the holder of such Certificate certificate or Certificates certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Newco Common Stock and a certificate representing that number of shares of Newco Convertible Preferred Stock, in the case of a holder of Lycos Common Stock or a holder of TMCS Class B Common Stock, or a certificate representing that number of whole shares of Newco Class B Common Stock, in the case of a holder of TMCS Class A Common Stock, in each case, to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or III and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate certificate or Certificates certificates surrendered pursuant to the provisions of this Article IIV, and the Certificate certificate or Certificates certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificatessuch certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed an Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three ten (10) business days thereafter, Parent shall cause the Exchange Agent shall to mail or otherwise deliver to each holder of record of a Certificate one or more Old Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form(other than those representing Dissenting Shares) representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to ARTICLE I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration. The Company Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5 and this ARTICLE II, and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.3(b). After As promptly as practicable after completion of the proration and allocation procedure procedures set forth in Section 1.5 ARTICLE II, and upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Form, as the case may beduly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common the aggregate Per Share Stock Consideration to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or in accordance with, and subject to, Section 1.5(a), and (yii) a check representing the amount of (A) the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates in accordance with, and subject to, Section 1.5(a) and this ARTICLE II, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 2.3(e) and (C) any dividends or distributions which the provisions of Article Iholder thereof has the right to receive pursuant to Section 2.3(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 2.3(b). Until surrendered as contemplated by this Section 2.3, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.3.

Exchange of Shares. (a) Prior to the Effective Time, NPB shall select, and enter into an agreement (in form and substance reasonably satisfactory to AMI) with, a bank or trust company to act as Exchange Agent hereunder (the A-2 8 "Exchange Agent"). Within a reasonable period of time after the Effective Time, NPB shall make available, and each holder of shares of AMI Common Stock (other than Excluded Shares) will be entitled to receive upon surrender to the Exchange Agent of one or more Certificates, certificates representing the number of whole shares of NPB Common Stock and cash in lieu of fractional shares into which such shares of AMI Common Stock are converted in the Merger. The shares of NPB Common Stock into which the shares of AMI Common Stock shall be converted in the Merger shall be deemed to have been issued at the Effective Time. (b) As soon as reasonably practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of AMI Common Stock (i) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as NPB may reasonably specify that are not inconsistent with the terms of this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of NPB Common Stock. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, Agent together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (xi) a certificate representing that number of whole shares of Parent NPB Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates so surrendered pursuant to the provisions of this Article IIII. (c) In the event that 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, NPB will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the number of whole shares of NPB Common Stock and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares into which the shares of AMI Common Stock represented by the Certificate are converted in the Merger in accordance with this Article III. When authorizing such issuance in exchange therefor, NPB may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give NPB a bond in such sum as it may direct as indemnity, or such other form of indemnity, as it shall direct, against any claim that may be made against NPB with respect to the unpaid dividends and distributionsCertificate alleged to have been lost, if any, payable to holders of Certificates.stolen or destroyed. 3.3

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of EFC Common Stock and the cash in lieu of fractional shares into which the shares of MidConn Bank Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company MidConn Bank shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonsuch documents being finalized. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent EFC Common Stock to which such holder of Company MidConn Bank Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing, as the Merger Consideration. The Company case may be, the shares of Washington Mutual Common Stock or Washington Mutual PIES and cash in lieu of fractional shares of Washington Mutual Common Stock, if any, into which the shares of Bank United Corp. Capital Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Washington Mutual Common Stock to which such former holder of Company Bank United Corp. Common Stock became shall have become entitled to receive pursuant to the provisions of Article I Section 2 hereof, and (ii) a certificate representing that number of shares of Washington Mutual PIES to which such former holder of Bank United Corp. PIES shall have become entitled pursuant to the provisions of Section 2 hereof and/or and (yiii) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash (if any) payable in lieu of fractional shares, if anyshares of Washington Mutual Common Stock, which such former holder has the right to receive in respect of the Common Certificate or Certificates surrendered pursuant to the provisions of Article Ithis Section 3, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash payable in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesshares.

Exchange of Shares. (a) As soon as reasonably practicable after the Effective Time, Time (and in no any event more than three within ten (10) business days thereafter), the Exchange Agent shall mail to each holder of record of one or more Certificates representing shares of Sterling Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, (i) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company Consideration that the shares of Sterling Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal receive pursuant to this Agreement and the instructions prior any dividends or distributions to the Effective Time and provide reasonable comments thereonwhich such holder is entitled pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly completed, duly executed letter of transmittal or Election Form, as the case may betransmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Umpqua Common Stock to which such holder of Company Sterling Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of the Cash Consideration, any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article III and any dividends or distributions that are then payable pursuant to Section 2.2(b), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash paid or payable in respect of the Per Share Cash Merger Consideration. Until surrendered as contemplated by this Section 2.2, except as set forth in Section 1.6, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the cash Merger Consideration and any dividends or distributions payable under Section 2.2(b). For purposes of this Agreement, "business day" means a day, other than Saturday, Sunday or other day on which commercial banks in lieu of fractional shares New York, New York are authorized or the unpaid dividends and distributions, if any, payable required by Law to holders of Certificatesclose.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no any event more than three within seven business days thereafterafter the Effective Time, or otherwise as may be agreed upon by the parties, the Exchange Agent shall mail to each holder of record of a Certificate or MBFC Stock Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Format the Effective Time, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the MBFC Stock Certificates shall pass, only upon delivery of the Certificates MBFC Stock Certificates, to the Exchange Agent) and instructions for use in effecting the surrender of the MBFC Stock Certificates in exchange for the Merger Consideration. The Company MBFC shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or MBFC Stock Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may betransmittal, the holder of such Certificate or MBFC Stock Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent TSFG Common Stock which such holder of Company Common MBFC Capital Stock became entitled to receive pursuant to the provisions of Article I II hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article IMBFC Stock Certificates, as provided in Section 2.9(e), and the Certificate or MBFC Stock Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of MBFC Stock Certificates.. (b) No dividends or other distributions declared after the Effective Time with respect to TSFG Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered MBFC Stock Certificate until the holder thereof shall surrender such MBFC Stock Certificate in accordance with this Article II. After the surrender of a MBFC Stock Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of TSFG Common Stock represented by such MBFC Stock Certificate. (c) If any certificate representing shares of TSFG Common Stock is to be issued in a name other than that in which the MBFC Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the MBFC Stock Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of TSFG Common Stock in any name other than that of the registered holder of the MBFC Stock Certificate surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of MBFC of the shares of MBFC Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, MBFC Stock Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for certificates representing shares of TSFG Common Stock, as provided in this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of TSFG Common Stock shall be issued upon the surrender for exchange of MBFC Stock Certificates, no dividend or distribution with respect to TSFG Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of TSFG. In lieu of the issuance of any such fractional share, TSFG shall pay to each former stockholder of MBFC who otherwise would be entitled to receive a fractional share of TSFG Common Stock an amount in cash determined by multiplying (i) the Fair Market Value by (ii) the fraction of a share of TSFG Common Stock which such holder would otherwise be entitled to receive pursuant to Section 2.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of MBFC for twelve months after the Effective Time shall be paid to TSFG. Any stockholders of MBFC who have not theretofore complied with this Article II shall thereafter look only to TSFG for payment of the Per Share Merger Consideration and/or the unpaid dividends and distributions on the TSFG

Exchange of Shares. (a) As soon promptly as practicable after following the Effective Time, and in no any event more not later than three business days thereaftertwo Business Days following the Effective Time, EMCC shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate (“Certificate”) or Certificates who theretofore has not submitted such holder’s Certificate book-entry share (“Book-Entry Share”) that, immediately prior to the Effective Time, represented a share or Certificates with shares of Common Stock to be converted into the Merger Consideration pursuant to Section 1.4: (i) a properly completed Election Form, a form letter of transmittal (which shall be in form and substance reasonably satisfactory to EMCC and the Company and, in the case of certificated shares, shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate to the Exchange AgentAgent and, in the case of a Book-Entry Share, shall specify that delivery shall be effected, and risk of loss and title to the Book-Entry Share shall pass, only upon adherence to the procedures set forth in the letter of transmittal); and (ii) and instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Share in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal transmittal, duly completed and executed, and such other documents or Election Form, information as may be reasonably required by the case may beExchange Agent, the holder of such Certificate or Certificates Book-Entry Share shall be entitled receive the amount of Merger Consideration to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became is entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article ISection 1.4, and the Certificate or Certificates Book-Entry Share so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.13 and at any time after the Effective Time, each Certificate or Book-Entry Share (other than Company Dissenting Shares and Excluded Shares) will be deemed to represent only the right to receive upon such surrender the Merger Consideration allocable to such Book-Entry Share or the shares represented by such Certificate, as contemplated by Section 1.4. No interest will shall be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, or distributions payable to holders the holder of Certificatesa Certificate or Book-Entry Share.

Exchange of Shares. (a) As soon as reasonably practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which shall be in customary form and have such other provisions as Newco may reasonably request) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Newco Common Stock (and, (i) in the case of Meritor Certificates, any cash in lieu of fractional shares and (ii) in the case of Arvix Xxxtificates, the Arvix Xxxx Xxxsideration) into which the shares of Meritor Common Stock or Arvix Xxxmon Stock, as applicable, formerly represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, duly executed, and such other documents as may reasonably be required by the case may beExchange Agent, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) the number of shares of Newco Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing that number of whole shares of Parent Newco Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or II and (yii)(x) in the case of Meritor Certificates, a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.that such

Exchange of Shares. (a) Prior to the Effective Time, the Buyer shall appoint the Exchange Agent to effect the exchange for the Initial Shares or cash consideration of certificates ("Certificates") that, immediately prior to the Effective Time, represented Company Shares converted into Merger Shares or the right to receive cash consideration pursuant to Section 1.5(a), as the case may be, (including any Company Shares referred to in the last sentence of Section 1.6(a)). On the Closing Date, the Buyer shall deliver to the Exchange Agent, in trust for the benefit of holders of Certificates, a stock certificate (issued in the name of the Exchange Agent or its nominee) representing the Initial Shares and a check for the aggregate amount of such cash consideration, as described in Section 1.5(a). As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Buyer shall cause the Exchange Agent shall mail to send a notice and a transmittal form to each holder of record of a Certificate or Certificates who theretofore has not submitted (other than those surrendered and paid for at the Closing) advising such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates Agent such Certificate in exchange for the Merger ConsiderationInitial Shares or cash consideration issuable pursuant to Section 1.5(a). The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender Each holder of a Certificate or Certificates for exchange and cancellation Certificate, upon proper surrender thereof to the Exchange AgentAgent in accordance with the instructions in such notice, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (xsubject to any taxes required to be withheld) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive the Initial Shares or cash consideration issuable pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional sharesSection 1.5(a). Until properly surrendered, if any, which each such holder has Certificate shall be deemed for all purposes to evidence only the right to receive in respect of the Certificate Initial Shares or Certificates surrendered cash consideration issuable pursuant to Section 1.5(a). Holders of Certificates shall not be entitled to receive certificates for the provisions of Article I, and the Certificate Initial Shares or cash consideration to which they would otherwise be entitled until such Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificatesare properly surrendered.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Parent Common Stock and the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company shall have the right to review both the letter of transmittal and the instructions three days prior to the Effective Time and provide reasonable comments thereonits mailing. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the shares, unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no any event more than three within seven business days thereafterafter the Effective Time, or otherwise as may be agreed upon by the parties, the Exchange Agent shall mail to each holder of record of a Certificate or PFC Stock Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Format the Effective Time, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the PFC Stock Certificates shall pass, only upon delivery of the Certificates PFC Stock Certificates, to the Exchange Agent, and (ii) shall be subject to the reasonable approval of PFC) and instructions for use in effecting the surrender of the PFC Stock Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or PFC Stock Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may betransmittal, the holder of such Certificate or PFC Stock Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent TSFG Common Stock which such holder of Company PFC Common Stock became entitled to receive pursuant to the provisions of Article I II hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or PFC Stock Certificates surrendered pursuant to the provisions of Article II hereof, and the Certificate or PFC Stock Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, on the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of PFC Stock Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five (5) business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Common Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Common Certificates shall pass, only upon delivery of the Common Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Common Certificates in exchange for certificates representing the Merger Consideration. The Company shares of Pinnacle Common Stock and any cash in lieu of fractional shares into which the shares of CB Common Stock represented by such Common Certificate or Common Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Common Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Common Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Pinnacle Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or Stock, and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, to which such holder has the right to receive in respect of the Certificate or Certificates surrendered CB Common Stock shall have become entitled pursuant to the provisions of Article I, and the Common Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Common Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted previously surrendered such holder’s Certificate or Certificates with a properly completed Form of Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock the Merger Consideration to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article Ihereof, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, any cash constituting Merger Consideration (including the cash in lieu of fractional shares or the shares) and any unpaid dividends and distributions, if any, payable to holders of Certificates.. (b) No dividends or other distributions declared after the Effective Time with respect to Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock, if any, represented by such Certificate. (c) If any certificate representing shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for Merger Consideration as determined in accordance with Article I and this Article II. (e) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash determined by multiplying (i) the Average Closing Price by (ii) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereof. (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for twelve months after the Effective Time shall be paid to Parent. Any stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of the cash, shares of Parent Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of Parent, the Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) 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, the posting by such person of a bond in such amount as Parent 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 the cash and/or shares of Parent Common Stock and cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement. ARTICLE III

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as prepared by Parent and reasonably acceptable to the Company (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Consideration and any cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal this Agreement and the instructions prior any dividends or distributions to the Effective Time and provide reasonable comments thereonwhich such holder is entitled pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that the number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or I, (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and (iii) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.2(b)(i), and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions as contemplated by Section 2.2(b).

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Ex change Agent) advising such holder of the effectiveness of the Merger and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The shares of Buyer Common Stock and the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Buyer Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Certificates a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form as prepared by Parent and reasonably acceptable to the Company (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery actual receipt of the Certificates to by the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Consideration and any cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior this Agreement. Upon proper surrender to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender Exchange Agent of a Certificate or Certificates for exchange and cancellation to cancellation, together with such properly completed letter of transmittal, duly executed, and any other documents and instruments reasonably required by Parent and/or the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that the number of whole shares of Parent Common Stock Shares to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or 2, and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article I3, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or shares. Until so surrendered, each Certificate shall represent after the unpaid dividends and distributionsEffective Time for all purposes only the right to receive the Merger Consideration, if any, payable to holders together with any cash in lieu of Certificatesfractional shares.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more later than three five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate one or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formmore PENSAT Certificates, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the PENSAT Certificates shall pass, only upon delivery of the PENSAT Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the PENSAT Certificates in exchange for certificates representing the Merger Consideration. The Company shares of CDXX Common Stock and any cash in lieu of fractional shares into which the shares of PENSAT represented by such Certificate or Certificates shall have the right been converted pursuant to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonthis Agreement. After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent CDXX Common Stock to which such holder of Company PENSAT Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the any cash in lieu of fractional shares or the on any unpaid dividends and distributions, if any, distributions payable to holders of Certificates.

Exchange of Shares. (a) 1. As soon as practicable after the Effective Time, and in no event more later than three (3) business days thereafter, the Exchange Agent shall (and Parent shall cause the Exchange Agent to so) mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for (i) cash equal to the Merger ConsiderationCash Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates and (ii) shares of Parent Common Stock equal to the Stock Per Share Price multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates, plus in each case cash in lieu of fractional shares of Parent Common Stock, valued in accordance with Section 1.05(c) hereof. The Company shall have the right to review both the Such letter of transmittal and instructions shall be in the instructions form agreed to by Parent and the Company prior to the Effective Time and provide reasonable comments thereonClosing. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates so surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Considerationcash paid for the Company Common Stock, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates. Notwithstanding the time of surrender of the Certificates, record holders ("Record Holders") of Company Common Stock shall be deemed stockholders of Parent for all purposes from the Effective Time, except that Parent shall withhold the payment of dividends from any Record Holder until such Record Holder effects the exchange of Certificates for Parent Common Stock. (Such Record Holder shall receive such withheld dividends, without interest, upon effecting the share exchange.)

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Webster Common Stock and the cash in lieu of fractional shares into which the shares of Maritime Bank Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company Maritime Bank shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereonsuch documents being finalized. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Webster Common Stock to which such holder of Company Maritime Bank Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon as reasonably practicable after the Effective Time, Time (and in no any event more than three within ten business days thereafter), the Exchange Agent shall mail to each holder of record of one or more South Share Certificates representing shares of South Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, (i) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the South Share Certificates shall pass, only upon proper delivery of the South Share Certificates (or affidavits of loss in lieu of such South Share Certificates) to the Exchange Agent), that, among other things, permits each holder to make the Class B Election, and (ii) and instructions for use in effecting the surrender of the South Share Certificates in exchange for the Merger Consideration. The Company Consideration that the shares of South Common Stock represented by such South Share Certificate or South Share Certificates shall have been converted into the right to review both the letter of transmittal receive pursuant to this Agreement and the instructions prior any dividends or distributions to the Effective Time and provide reasonable comments thereonwhich such holder is entitled pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a South Share Certificate or South Share Certificates for exchange and cancellation to the Exchange Agent, together with a such properly completed, duly executed letter of transmittal or Election Form, as the case may betransmittal, the holder of such South Share Certificate or South Share Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xA) a certificate North Share Certificate representing that number of whole shares of Parent North Class A Common Stock to which such holder of Company South Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or I, (yB) a North Share Certificate representing that number of whole shares of North Class B Common Stock to which such holder of South Common Stock shall have become entitled pursuant to the provisions of Article I, if such holder makes a Class B Election and (C) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash (including cash in lieu of fractional shares, if any, ) which such holder has the right to receive in respect of the South Share Certificate or South Share Certificates surrendered pursuant to Section 1.4(a) and the provisions of this Article III and any dividends or distributions that are then payable pursuant to Section 2.2(b), and the South Share Certificate or South Share Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash paid or payable in respect of the Per Merger Consideration. Until surrendered as contemplated by this Section 2.2, except as set forth in Section 1.6, each South Share Cash ConsiderationCertificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the cash Merger Consideration and any dividends or distributions payable under Section 2.2(b). For purposes of this Agreement, “business day” means a day, other than Saturday, Sunday or any other day on which commercial banks in lieu of fractional shares Raleigh, North Carolina are authorized or the unpaid dividends and distributions, if any, payable required by Law to holders of Certificatesclose.

Exchange of Shares. (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Buyer Common Stock and the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon Upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed such letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Buyer Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the and unpaid dividends and distributions, if any, payable to holders of Certificates.

Exchange of Shares. (a) As soon In case any reclassification of the shares of the Corporation shall occur due to amendment of the Articles of Incorporation of the Corporation, distribution, dividend, or otherwise the Trustee surrender the Trust Shares as practicable after may be required under the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail terms pursuant to each holder of record of a Certificate or Certificates who theretofore has not submitted which such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall reclassification is to be effected, and risk to receive and hold any and all shares issued in exchange for such surrendered Trust Shares. Following any such action, the Voting Trust Certificates issued and outstanding pursuant hereto shall be deemed to represent a proportionate number of loss shares or other securities so received in exchange by the Trustee. Upon any duly authorized agreement of consolidation, merger or share exchange becoming effective as by law and title herein provided, then the Trustee may surrender the Trust Shares as may be required thereby, and to receive and hold hereunder any and all shares or other securities issued to him in exchange for such surrendered the Trust Shares or otherwise. The Voting Trust Certificates shall thereupon be deemed to represent a proportionate number of the shares or other securities so received by the Trustee. In the event of the distribution of the assets of the Corporation upon the dissolution thereof, the Trustee shall promptly distribute the amount thereof received by him according to the Certificates shall passinterests of such registered Voting Trust Certificate holders, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Voting Trust Certificates held by them respectively, duly endorsed in exchange blank by each of the Shareholders and Medallion Guaranteed. Upon the distribution of such assets by the Trustee, as aforesaid, this Agreement shall terminate and all liability of the Trustee for the Merger Consideration. The Company shall have the right to review both the letter delivery of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check share certificates representing the aggregate Per Share Cash Consideration and/or Trust Shares held by the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered Trustee shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificateslikewise terminate.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business 10 days thereafter, Provident shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Sterling Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Provident Common Stock pursuant to Article I, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration. The Company number of whole shares of Provident Common Stock and any cash in lieu of fractional shares which the shares of Sterling Common Stock represented by such Certificate or Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate representing that number of whole shares of Parent Provident Common Stock to which such holder of Company Sterling Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Provident Common Stock which the shares of Sterling Common Stock represented by such Certificate have been converted into the right to receive and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more than three business five (5) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Formrepresenting shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article 1, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) ), the form of which shall be agreed in good faith by the parties prior to the Closing, and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing the Merger Consideration. The number of whole shares of Parent Common Stock, and any cash in lieu of fractional shares, which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly executed completed letter of transmittal or Election Formtransmittal, as the case may beduly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or 1 and (yii) a check representing the aggregate Per Share Cash Consideration and/or the amount of (A) any cash in lieu of fractional shares, if any, shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article I2, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Per Share Cash ConsiderationEffective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Common Stock which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive, and any cash in lieu of fractional shares or the unpaid in respect of dividends and distributions, if any, payable to holders of Certificatesor distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) Prior to the Effective Time, the Parent and the Company shall mutually appoint the Exchange Agent (or such other Exchange Agent as the parties shall mutually agree) to effect the exchange for the Merger Consideration of certificates that, immediately prior to the Effective Time, represented Company Shares ("Certificates"), and Options and Warrants that, at the Effective Time, will be deemed to be converted into O&W Company Shares ("O&W Agreements"). On or before the Closing Date, the Parent shall deliver to the Exchange Agent or its nominee, in trust for the benefit of holders of Certificates and O&W Agreements, the Cash Consideration and, a certificate (issued in the name of the Exchange Agent or its nominee) representing the ACO , as described in Section 1.5(b) which on the Closing Date shall be converted into shares of Parent Common Stock, in accordance with Section 1.5(c) such that on such date at the Closing, a certificate or certificates representing the Merger Shares shall be available for distribution by the Exchange Agent. As soon as practicable after the Effective Time, Time and in no event more later than three business five (5) days thereafter, the Parent shall cause the Exchange Agent shall mail to send a notice and a transmittal form to each holder of record of a Certificate or Certificates who theretofore has not submitted O&W Agreement (other than those surrendered and paid for at the Closing) advising such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates Agent such Certificate or O&W Agreement in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender Each holder of a Certificate or Certificates for exchange and cancellation O&W Agreement, upon proper surrender thereof to the Exchange AgentAgent in accordance with the instructions in such notice, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (xsubject to any taxes required to be withheld) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive the Merger Consideration, without interest, determined pursuant to the provisions of Article I hereof and/or Sections 1.5(a) and (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional sharesb). Until properly surrendered, if any, which each such holder has Certificate or O&W Agreement shall be deemed for all purposes to evidence only the right to receive in respect of the Certificate or Certificates surrendered Merger Consideration determined pursuant to Sections 1.5(a) and (b). Holders of Certificates shall not be entitled to receive certificates for the provisions of Article IMerger Shares or cash payments to which they would otherwise be entitled until such Certificates or O&W Agreement are properly surrendered, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable an affidavit is delivered pursuant to holders of CertificatesSection 1.7(c).

Exchange of Shares. (a) As soon as practicable On and after the Effective Time, and in no event more than three business days thereafterDate of the Merger, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery Shareholder shall be effected, and risk of loss and title entitled to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates receive in exchange for his shares of CHAD Xxxck a certificate or certificates representing the number of shares of Parent Common Stock (as defined herein) to which he is entitled as provided in Section 2.1(2), and any cash to which he maybe entitled on account of fractional shares as provided in Section 2.3. The Shareholder may elect to have the shares of Parent Common Stock issued to the Sellers as joint tenants with a right of survivorship. Until so presented and surrendered in exchange for a certificate representing Parent Common Stock, each certificate which represented issued and outstanding shares of CHAD Xxxck on the Effective Date of the Merger Consideration. The Company shall be deemed for all purposes to evidence ownership of the number of shares of Parent Common Stock into which such shares of CHAD Xxxck have the right to review both the letter of transmittal and the instructions prior been converted pursuant to the Effective Time and provide reasonable comments thereonMerger. After completion Until surrender of such certificates in exchange for certificates representing Parent Common Stock, the allocation procedure set forth in Section 1.5 and holder thereof shall not be entitled to vote at any meeting of Parent stockholders or to receive any dividend or other distribution payable to holders of shares of Parent Common Stock; provided, however, that upon surrender of a Certificate or Certificates such certificates representing CHAD Xxxck in exchange for exchange and cancellation certificates representing Parent Common Stock, there shall be paid to the Exchange Agentrecord holder of the certificate representing Parent Common Stock issued upon such surrender the amount of dividends or other distributions (without interest) that theretofore became payable with respect to the number of shares of Parent Common Stock represented by the certificate issued upon such surrender. Each of the parties obligated to deliver shares of stock under this Agreement shall deliver such certificates, together with a properly duly executed letter of transmittal or Election Formand/or endorsed, as the case may be, at the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of CertificatesClosing.

Exchange of Shares. (a) As soon promptly as practicable after the Effective Time, and but in no event more later than three business ten (10) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, (i) a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange AgentAgent (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing the Merger Consideration. The number of whole shares of Parent Common Stock, any cash in lieu of fractional shares, and the Cash Consideration which the shares of Company Common Stock represented by such Old Certificates shall have been converted into the right to review both the letter of transmittal and the instructions prior receive pursuant to the Effective Time and provide reasonable comments thereonthis Agreement, as well as any dividends or distributions to be paid in respect thereof pursuant to Section 2.2(b). After completion of the allocation procedure set forth in Section 1.5 and upon Upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with accompanied by a properly executed letter completed Letter of transmittal or Election FormTransmittal, as the case may beduly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (xi) a certificate New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock became shall have become entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.of