Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) days thereafter, Camber Capital One shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Discover Common Stock and Viking or Discover Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time or the Second Effective Time, as applicable, into the right to receive Camber Capital One Common Stock and Viking or New Capital One Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Capital One Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New Capital One Preferred Stock) , as applicable, which the shares of Viking Discover Common Stock or Discover Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Capital One Common Stock to which such holder of Discover Common Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b) or (ii) (A) a New Certificate representing that number of shares of Camber Common New Capital One Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common Discover Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 or the Second Effective Time, as applicable, to represent only the right to receive, upon surrender, the number of whole shares of Camber Capital One Common Stock or shares of New Camber Capital One Preferred Stock which the shares of Viking Discover Common Stock and Viking or Discover Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) days thereafter, Camber the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking CenterState Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber South State Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber South State Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking CenterState Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentAgent (it being understood that no certificates shall be required to be delivered for shares of CenterState Common Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber South State Common Stock or New Camber Preferred to which such holder of shares of Viking CenterState Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber South State Common Stock or New Camber Preferred which the shares of Viking CenterState Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber SVB Financial shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Boston Private Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber SVB Financial Common Stock) , any cash in lieu of fractional shares and the cash portion of the Merger Consideration which the shares of Viking Boston Private Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); . From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber SVB Financial Common Stock or New Camber Preferred to which such holder of shares of Viking Boston Private Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the cash portion of 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 II, (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(b)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration or any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days 5 Business Days thereafter, Camber Buyer shall cause the Exchange Agent to mail to each holder of record of one or more Old CFC Stock Certificates representing shares of Viking CFC Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old CFC Stock Certificates shall pass, only upon proper delivery of the Old CFC Stock Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old CFC Stock Certificates in exchange for New Certificates certificates representing (i) the number of whole shares of Camber Buyer Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) which fractional shares that the shares of Viking CFC Common Stock represented by such Old CFC Stock Certificate or Old CFC Stock Certificates shall have been converted into the right to receive pursuant to this Agreement Agreement, as well as any dividends or distributions to be paid pursuant to Section 2.2(b); . From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old a CFC Stock Certificate or Old CFC Stock Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old CFC Stock Certificate or Old CFC Stock Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate book-entry shares representing that number of whole shares of Camber Buyer Common Stock or New Camber Preferred to which such holder of shares of Viking CFC Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) any cash in lieu of fractional shares which such holder has the right to receive in respect of the CFC Stock Certificate or CFC Stock Certificates surrendered pursuant to the provisions of this Article II and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the Old CFC Stock Certificate or Old CFC Stock Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old CFC Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number Merger Consideration, any cash in lieu of whole fractional shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stockpayable pursuant to Section 2.2(e), as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Xxxxxxx and Sterling shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Sterling Common Stock and Viking or Sterling Series A Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking the Merger Consideration or shares of New Xxxxxxx Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Xxxxxxx Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New Xxxxxxx Preferred Stock) , as applicable, which the shares of Viking Sterling Common Stock or Sterling Series A Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Camber Xxxxxxx Common Stock or New Camber Preferred to which such holder of shares of Viking Sterling Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (iiB) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing the number of shares of New Xxxxxxx Preferred Stock to which such holder of Sterling Series A Preferred Stock shall have become entitled pursuant to the provisions of Article I and (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Xxxxxxx Common Stock or shares of New Camber Xxxxxxx Preferred Stock which the shares of Viking Sterling Common Stock and Viking or Sterling Series A Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Columbia and Umpqua shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Umpqua Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Columbia Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Umpqua Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, therefor (i) a New Certificate representing that number of whole shares of Camber Columbia Common Stock or New Camber Preferred to which such holder of shares of Viking Umpqua Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Columbia Common Stock or New Camber Preferred which the shares of Viking Umpqua Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable Within five (5) business days after the Effective Time, but in no event later than ten (10) days thereafter, Camber Buyer shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking AMNB Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Buyer Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Buyer Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking AMNB Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentAgent in accordance with instructions in the transmittal letter (it being understood that no certificates shall be required to be delivered for shares of AMNB Common Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, if applicable, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Buyer Common Stock or New Camber Preferred to which such holder of shares of Viking AMNB Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 Merger Consideration, any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber SYBT shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking KTYB Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a letter of transmittal in a form reasonably acceptable to SYBT and KTYB (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Old Certificates shall pass, only upon proper delivery Transmittal”). The Letter of the Old Certificates to the Exchange Agent) and Transmittal will contain instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing the Merger Consideration (i) the number and any cash in lieu of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stockfractional shares) which the shares of Viking KTYB Common Stock represented by such Old the Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up . Except with respect to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Dissenting Shares, upon proper surrender of an Old a Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such the properly completed letter Letter of transmittalTransmittal, duly executed, the holder of such Old the Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate certificate representing that number of whole shares of Camber SYBT Common Stock or New Camber Preferred to which such the holder of shares of Viking KTYB Common Stock or Viking Preferred Stock, as applicable, shall have has become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the Per Share Cash Consideration and any cash in lieu of fractional shares which the holder has the right to receive in respect of the shares of KTYB Common Stock represented by the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)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 Consideration or any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after The exchange of share certificates shall be effected by Celtic. Celtic shall deliver to the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause Shareholders certificates for the Exchange Agent shares of Celtic Common Stock to mail be Exchanged for stock certificates representing all shares of SLM Common Stock pursuant to each the terms of this Agreement. Each holder of record of one an outstanding certificate or more Old Certificates certificates representing shares of Viking SLM Common Stock and Viking Preferred Stock immediately prior shall be entitled, upon surrender of such certificate(s) to the Effective Time that have been converted at the Effective Time into the right Celtic, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates certificate representing (i) the number of shares of Camber Celtic Common Stock (rounded up to the nearest whole share of Camber Common Stock) into which the shares of Viking SLM Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled Converted pursuant to the provisions of ARTICLE I (rounded up Merger. All Celtic stock certificates issued to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed Shareholders at any time after the Effective Time shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS; (B) CELTIC HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL, BOTH OF WHICH OPINION AND COUNSEL SHALL BE REASONABLY ACCEPTABLE TO CELTIC, TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER; OR (C) THESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT. No opinion of counsel shall be required with respect to represent only the right transfer of shares from the Shareholders to receive, upon surrender, the number of whole shares of Camber Common Stock Escrow Agent or New Camber Preferred which from the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into Escrow Agent to the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2Shareholders.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Parent and Company shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Parent Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Parent Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Parent Common Stock or New Camber Preferred to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and Article I) and/or (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Parent Common Stock or New Camber Preferred which the shares of Viking Company Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Huntington shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking FirstMerit Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber Huntington Common Stock) , any cash in lieu of fractional shares and the cash portion of the Merger Consideration which the shares of Viking FirstMerit Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); . From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates Certificates, subject to Section 1.6, shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Huntington Common Stock or New Camber Preferred to which such holder of shares of Viking FirstMerit Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the cash portion of 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 II, (B) any cash in lieu of a fractional share 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(b)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration or any dividends or distributions cash in lieu of fractional shares payable to holders of Old Certificates. Until Subject to Section 1.6, 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber BB&T and SunTrust shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking SunTrust Common Stock and Viking or SunTrust Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber BB&T Common Stock and Viking or New BB&T Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber BB&T Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New BB&T Preferred Stock) , as applicable, which the shares of Viking SunTrust Common Stock or SunTrust Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of BB&T Common Stock to which such holder of SunTrust Common Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b) or (ii) (A) a New Certificate representing that number of shares of Camber Common New BB&T Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common SunTrust Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber BB&T Common Stock or shares of New Camber BB&T Preferred Stock which the shares of Viking SunTrust Common Stock and Viking or SunTrust Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one (1) or more Old Certificates representing shares of Viking Company Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 (or affidavits of loss in lieu thereof and, if required by Parent or the Exchange Agent, the posting of a bond in a reasonable and customary amount as indemnity pursuant to Section 2.2(g)) to the Exchange AgentAgent and which shall be in a form reasonably acceptable to Parent and the Company) and instructions for use in effecting the surrender of the Old Certificates (or affidavits of loss in lieu thereof and, if required by Parent or the Exchange Agent, the posting of a bond in a reasonable and customary amount as indemnity pursuant to Section 2.2(g)) in exchange for New Certificates certificates representing (i) the number of whole shares of Camber Parent Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates Certificates, shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Parent Common Stock or New Camber Preferred to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions cash in lieu of a fractional share which the such holder thereof has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to Section 2.2(b)the provisions of this Article II, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive Merger Consideration and any cash in respect lieu of dividends or distributions as contemplated by this Section 2.2fractional shares.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber BancShares and CIT shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking CIT Common Stock and Viking or CIT Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber BancShares Class A Common Stock and Viking or New BancShares Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber BancShares Class A Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New BancShares Preferred Stock) , as applicable, which the shares of Viking CIT Common Stock or CIT Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up . CIT shall deliver, or cause to be delivered, to the nearest whole share Exchange Agent such information regarding the record holders of New Camber Preferred) which the shares of Viking CIT Common Stock and CIT Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into which is reasonably necessary for the right Exchange Agent to receive pursuant to this Agreementperform its obligations as specified herein. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of BancShares Class A Common Stock to which such holder of CIT Common Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b) or (ii) (A) a New Certificate representing that number of shares of Camber Common New BancShares Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common CIT Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber BancShares Class A Common Stock or shares of New Camber BancShares Preferred Stock which the shares of Viking CIT Common Stock and Viking or CIT Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) business days thereafter, Camber Old National and First Midwest shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking First Midwest Common Stock and Viking or First Midwest Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking the Merger Consideration or shares of New Old National Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Old National Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New Old National Preferred Stock) , as applicable, which the shares of Viking First Midwest Common Stock or First Midwest Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Camber Old National Common Stock or New Camber Preferred to which such holder of shares of Viking First Midwest Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (iiB) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing the number of shares of New Old National Preferred Stock to which such holder of First Midwest Preferred Stock shall have become entitled pursuant to the provisions of Article I and (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Old National Common Stock or shares of New Camber Old National Preferred Stock which the shares of Viking First Midwest Common Stock and Viking or First Midwest Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber CBTX and Allegiance shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Allegiance Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber CBTX Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of whole shares of Camber CBTX Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Allegiance Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber CBTX Common Stock or New Camber Preferred to which such holder of shares of Viking Allegiance Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber CBTX Common Stock or New Camber Preferred which the shares of Viking Allegiance Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Chemical shall cause the Exchange Agent to mail to each holder of record of one or more Old Talmer Certificates representing shares of Viking Talmer Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Talmer Certificates shall pass, only upon proper delivery of the Old Talmer Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Talmer Certificates in exchange for New Certificates certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber Chemical Common Stock) which , any cash in lieu of fractional shares, and the Cash Consideration that the shares of Viking Talmer Common Stock represented by such Old Talmer Certificate or Old Talmer Certificates shall have been converted into the right to receive pursuant to this Agreement Agreement, as well as any dividends or distributions to be paid pursuant to Section 2.2(b); . From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old a Talmer Certificate or Old Talmer Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Talmer Certificate or Old Talmer Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate book-entry shares representing that number of whole shares of Camber Chemical Common Stock or New Camber Preferred to which such holder of shares of Viking Talmer Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the Cash Consideration which such holder has the right to receive in respect of the Talmer Certificate or Talmer Certificates surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Talmer Certificate or Talmer 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(b)2.2, and the Old Talmer Certificate or Old Talmer Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Talmer Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number Merger Consideration, any cash in lieu of whole fractional shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stockpayable pursuant to Section 2.2(e), as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber IBTX and TCBI shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking TCBI Common Stock and Viking or TCBI Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber IBTX Common Stock and Viking or New IBTX Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber IBTX Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New IBTX Preferred Stock) , as applicable, which the shares of Viking TCBI Common Stock or TCBI Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of IBTX Common Stock to which such holder of TCBI Common Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b) or (ii) (A) a New Certificate representing that number of shares of Camber Common New IBTX Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common TCBI Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber IBTX Common Stock or shares of New Camber IBTX Preferred Stock which the shares of Viking TCBI Common Stock and Viking or TCBI Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Wxxxxxx and Sterling shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Sterling Common Stock and Viking or Sterling Series A Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking the Merger Consideration or shares of New Wxxxxxx Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Wxxxxxx Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New Wxxxxxx Preferred Stock) , as applicable, which the shares of Viking Sterling Common Stock or Sterling Series A Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Camber Wxxxxxx Common Stock or New Camber Preferred to which such holder of shares of Viking Sterling Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (iiB) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing the number of shares of New Wxxxxxx Preferred Stock to which such holder of Sterling Series A Preferred Stock shall have become entitled pursuant to the provisions of Article I and (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Wxxxxxx Common Stock or shares of New Camber Wxxxxxx Preferred Stock which the shares of Viking Sterling Common Stock and Viking or Sterling Series A Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Susquehanna Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber Parent Common Stock) , any cash in lieu of fractional shares and the cash portion of the Merger Consideration which the shares of Viking Susquehanna Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); . From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Parent Common Stock or New Camber Preferred to which such holder of shares of Viking Susquehanna Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the cash portion of 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 II, (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(b)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration or any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after Prior to the Effective Time, but in no event later than ten PURCHASER shall ------------------ select a bank or trust company reasonably acceptable to TARGET to act as exchange agent (10the "Exchange Agent") days thereafterto effectuate the delivery of the Merger Consideration to holders of TARGET Common Stock. Promptly following the Effective Time, Camber shall cause the Exchange Agent to mail shall send to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock Outstanding TARGET Shares immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a form of letter of transmittal (the "Letter of Transmittal") for use in exchanging certificates previously evidencing shares of TARGET Common Stock ("Old Certificates"). The Letter of Transmittal will contain instructions with respect to the surrender of Old Certificates and the distribution of any cash and certificates representing PURCHASER Common Stock, which shall specify that delivery certificates shall be effecteddeposited 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 risk of loss otherwise in proper form for transfer and title the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Old Certificates shall pass, only upon proper delivery Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the he Exchange Agent that such taxes are not payable. Unless and until Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented or evidence that such certificates have been lost, stolen or destroyed accompanied by such Old Certificate security or Old Certificates indemnity as shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (iirequested by TARGET) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation are presented to the Exchange Agent, together with such properly completed letter the holder thereof shall not be entitled to the consideration to be paid in exchange therefor pursuant to the Merger, to any dividends payable on any PURCHASER Common Stock to which he or she is entitled, or to exercise any rights as a shareholder of transmittalPURCHASER Common Stock. 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, duly executedupon 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 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 Old Certificate or Old Certificates shall property. In no event will any holder of TARGET Common Stock exchanged in the Merger be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends amounts held by the Exchange Agent or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2PURCHASER.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking New Camber Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement Agreement, as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.. February 2021 - April 2023 – First Amendment to

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber HRB shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Xenith Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber HRB Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE ISection 4, a 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 New Certificates certificates representing (i) the number of whole shares of Camber HRB Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Xenith Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this the Merger Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b6(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old a Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate certificate representing that number of whole shares of Camber HRB Common Stock or New Camber Preferred to which such holder of shares of Viking Xenith Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), Section 4 and (ii) a check representing the amount of (A) 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 Section 5 and this Section 6 and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)6, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, dividends or distributions or cash in lieu of fractional shares payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.26, each Old 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 Camber HRB Common Stock or New Camber Preferred which the shares of Viking Xenith Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.26.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Huntington shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking TCF Common Stock and Viking or TCF Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking the Merger Consideration or shares of New Huntington Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates certificates representing (i) the number of whole shares of Camber Huntington Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New Huntington Preferred Stock) , as applicable, which the shares of Viking TCF Common Stock or TCF Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); . From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Camber Huntington Common Stock or New Camber Preferred to which such holder of shares of Viking TCF Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I and (rounded up B) a check representing the amount of (x) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the nearest whole share provisions of Camber Common Stock and New Camber Preferred), this Article II and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2 or (ii) (A) a New Certificate representing the number of shares of New Huntington Preferred Stock to which such holder of TCF Preferred Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, as applicable, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Huntington Common Stock, New Huntington Preferred Stock or any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Huntington Common Stock or shares of New Camber Huntington Preferred Stock which the shares of Viking TCF Common Stock and Viking or TCF Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber BANC and PACW shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking PACW Common Stock and Viking immediately prior to the Effective Time or PACW Preferred Stock immediately prior to the Second Effective Time that have been converted at the Effective Time or the Second Effective Time, as applicable, into the right to receive Camber Common Stock and Viking the Merger Consideration or shares of New BANC Preferred Stock, as applicable, pursuant to ARTICLE IArticle 1, a 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 New Certificates representing (i) the number of whole shares of Camber BANC Common Stock (rounded up to the nearest whole share or New BANC Preferred Stock, as applicable, and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking PACW Common Stock or PACW Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of BANC Common Stock to which such holder of PACW Common Stock shall have become entitled pursuant to the provisions of Article 1 and (B) a check representing the amount of (x) 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 2 and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing that number of shares of Camber Common New BANC Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common PACW Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber BANC Common Stock or shares of New Camber BANC Preferred Stock, which the shares of Viking PACW Common Stock and Viking or PACW Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Chemical shall cause the Exchange Agent to mail to (i) each holder of record of one or more Old Certificates representing shares of Viking TCF Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE ISection 1.5(b), a 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 New Certificates certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber Chemical Common Stock) , and any cash in lieu of fractional shares, which the shares of Viking TCF Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); 2.2(c) and (ii) each holder of record of one or more Certificates representing shares of TCF Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive shares of New Chemical Preferred Stock pursuant to Section 1.5(a), a 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 shares of New Camber Chemical Preferred (rounded up to the nearest whole share of New Camber Preferred) Stock, which the shares of Viking TCF Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this AgreementAgreement as well as any dividends or distributions to be paid pursuant to Section 2.2(c). Upon proper surrender of an Old a Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate certificate representing that number of whole shares of Chemical Common Stock or that number of shares of Camber Common Stock or New Camber Chemical Preferred Stock, as applicable, to which such holder of shares of Viking TCF Common Stock or Viking TCF Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates representing shares of TCF Common Stock surrendered pursuant to the provisions of this Article II, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares, or any dividends or distributions distributions, 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 number of whole shares of Camber Chemical Common Stock or the number of shares of New Camber Chemical Preferred Stock, as applicable, which the shares of Viking TCF Common Stock and Viking or TCF Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive receive, 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber LINK and Partners shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Partners Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber LINK Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Partners Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber LINK Common Stock or New Camber Preferred to which such holder of shares of Viking Partners Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber LINK Common Stock or New Camber Preferred which the shares of Viking Partners Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number Merger Consideration that such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5, and any cash in lieu of fractional shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which that the shares of Viking Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b2.4(b); , in the case of each of the foregoing, subject to all applicable withholding of Tax in accordance with Section 2.5. From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing the Stock Consideration that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock receive in accordance with, and New Camber Preferred)subject to, Section 1.5, and (ii) a check representing the amount of any (1) Cash Consideration that the holder thereof has the right to receive in respect of the surrendered Old Certificate in accordance with, and subject to, Section 1.5, (2) cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 2.4(e) and (3) dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b2.4(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued accrue on the Cash Consideration, any dividends or distributions cash in lieu of fractional shares payable to holders of Old CertificatesCertificates or any dividends payable under Section 2.4(b). Until each Old Certificate is surrendered as contemplated by this Section 2.22.4, each such Old Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and Merger Consideration (together with any cash in respect of dividends or distributions as contemplated by this with respect thereto and cash in lieu of fractional shares issued in consideration therefor), subject to all applicable withholding of Tax in accordance with Section 2.22.5.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber NYCB shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Flagstar Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber NYCB Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber NYCB Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares, which the shares of Viking Flagstar Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber NYCB Common Stock or New Camber Preferred to which such holder of shares of Viking Flagstar Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber NYCB Common Stock or New Camber Preferred which the shares of Viking Flagstar Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number Merger Consideration that such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5, and any cash in lieu of fractional shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which that the shares of Viking Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); , in the case of each of the foregoing, subject to all applicable withholding of Tax in accordance with Section 2.3. From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing the Stock Consideration that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock receive in accordance with, and New Camber Preferred)subject to, Section 1.5, and (ii) a check representing the amount of (1) the Cash Consideration that the holder thereof has the right to receive in respect of the surrendered Old Certificate in accordance with, and subject to, Section 1.5, (2) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 2.2(e) and (3) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued accrue on the Cash Consideration, any dividends or distributions cash in lieu of fractional shares payable to holders of Old CertificatesCertificates or any dividends payable under Section 2.2(b). Until each Old Certificate is surrendered as contemplated by this Section 2.2, each such Old Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and Merger Consideration (together with any cash in respect of dividends or distributions as contemplated by this with respect thereto and cash in lieu of fractional shares issued in consideration therefor), subject to all applicable withholding of Tax in accordance with Section 2.22.3.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber PreferredStock), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly soon as practicable after the Effective Time, but and in no event later than ten (10) five business days thereafterafter receipt from CBI or its transfer agent of a list of shareholders of record of CBI as of the Effective Time, Camber shall cause the Exchange Agent to shall mail to each holder of record of one a CBI Certificate or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, 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 CBI Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old CBI Certificates in exchange for New Certificates certificates representing (i) the number of shares of Camber Bancorp Common Stock (rounded up to and the nearest whole share cash in lieu of Camber Common Stock) fractional shares, if any, into which the shares of Viking CBI Common Stock represented by such Old the CBI Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old a CBI Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old CBI Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate certificate representing that number of whole shares of Camber Bancorp Common Stock or New Camber Preferred to into which such holder of the shares of Viking CBI Common Stock or Viking Preferred Stock, as applicable, theretofore represented by the CBI Certificate so surrendered shall have become entitled been converted pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), hereof and (ii) a check representing the amount of any dividends or distributions which the cash in lieu of fractional shares, if any, that such holder thereof has the right to receive in respect of the CBI Certificate surrendered pursuant to Section 2.2(b)the provisions of this Article II, and the Old CBI Certificate or Old Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any the cash in lieu of fractional shares and unpaid dividends or distributions and distributions, if any, payable to holders of Old CBI Certificates. Until surrendered as contemplated by this Section 2.2Notwithstanding anything to the contrary contained herein, each Old 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 Camber no certificate representing Bancorp Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect lieu of dividends or distributions a fractional share interest shall be delivered to a person who is an Affiliate (as contemplated by this defined in Section 2.26.5) of CBI unless such Affiliate has theretofore executed and delivered to Bancorp the agreement referred to in Section 6.5.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber First Horizon shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking IBKC Common Stock and Viking or IBKC Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber First Horizon Common Stock and Viking or New First Horizon Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber First Horizon Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New First Horizon Preferred Stock) , as applicable, which the shares of Viking IBKC Common Stock or IBKC Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of First Horizon Common Stock to which such holder of IBKC Common Stock shall have become entitled pursuant to the provisions of Article I, and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing that number of shares of Camber Common New First Horizon Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common IBKC Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber First Horizon Common Stock or shares of New Camber First Horizon Preferred Stock which the shares of Viking IBKC Common Stock and Viking or IBKC Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) days thereafter, Camber the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking GWB Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber FIBK Class A Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE ISection 1.5(a), a 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 New Certificates representing (i) the number of whole shares of Camber FIBK Class A Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking GWB Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentAgent (it being understood that no certificates shall be required to be delivered for shares of GWB Common Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber FIBK Class A Common Stock or New Camber Preferred to which such holder of shares of Viking GWB Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), Section 1.5(a) and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber FIBK Class A Common Stock or New Camber Preferred which the shares of Viking GWB Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, (i) a 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 (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber Parent Common Stock) , any cash in lieu of fractional shares, and the Cash Consideration which the shares of Viking Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement, as well as any dividends or distributions to be paid in respect thereof pursuant to Section 2.2(b). Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such accompanied by a properly completed letter Letter of transmittalTransmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Parent Common Stock or New Camber Preferred to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the Cash 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 II, (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 presenting such Old Certificate or Old Certificates has the right to receive pursuant to this Section 2.2(b)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, dividends or distributions or 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber SYBT shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking CBI Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a letter of transmittal in a form reasonably acceptable to SYBT and CBI (which shall the “Letter of Transmittal”). The Letter of Transmittal will 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) Agent and will contain instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing the Merger Consideration (i) the number and any cash in lieu of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stockfractional shares) which the shares of Viking CBI Common Stock represented by such Old the Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up . Except with respect to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Dissenting Shares, upon proper surrender of an Old a Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such the properly completed letter Letter of transmittalTransmittal, duly executed, the holder of such Old the Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate certificate representing that number of whole shares of Camber SYBT Common Stock or New Camber Preferred to which such the holder of shares of Viking CBI Common Stock or Viking Preferred Stock, as applicable, shall have has become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) the Per Share Cash Consideration and any cash in lieu of fractional shares which the holder has the right to receive in respect of the shares of CBI Common Stock represented by the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2(b)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 Consideration or any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Xxxxxxxx shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Hexcel Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Xxxxxxxx Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of whole shares of Camber Xxxxxxxx Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Hexcel Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Xxxxxxxx Common Stock or New Camber Preferred to which such holder of shares of Viking Hexcel Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Xxxxxxxx Common Stock or New Camber Preferred which the shares of Viking Hexcel Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) days thereafter, Camber the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking GWB Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber FIBK Class A Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE ISection ‎1.5(a), a 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 New Certificates representing (i) the number of whole shares of Camber FIBK Class A Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking GWB Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b‎2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentAgent (it being understood that no certificates shall be required to be delivered for shares of GWB Common Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber FIBK Class A Common Stock or New Camber Preferred to which such holder of shares of Viking GWB Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), Section ‎1.5(a) and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b‎2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2‎2.2, each Old 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 Camber FIBK Class A Common Stock or New Camber Preferred which the shares of Viking GWB Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2‎2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber BancorpSouth shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Cadence Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber BancorpSouth Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber BancorpSouth Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares, which the shares of Viking Cadence Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber BancorpSouth Common Stock or New Camber Preferred to which such holder of shares of Viking Cadence Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber BancorpSouth Common Stock or New Camber Preferred which the shares of Viking Cadence Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber PreferredStock), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.. Agreement and Plan of Merger

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) five days thereafter, Camber Surviving Entity shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Common Stock and Viking Preferred CFB Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common BYFC Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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) in form and substance mutually acceptable to CFB and BYFC and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing (i) the number of whole shares of Camber Common BYFC Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Common CFB Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b) (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to book-entry shares); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange AgentAgent (it being understood that no certificates shall be required to be delivered for shares of CFB Stock held in book-entry at the Effective Time), together with such properly completed letter of transmittal, duly executed, if applicable, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Common BYFC Stock or New Camber Preferred to which such holder of shares of Viking Common CFB Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber SWM shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Neenah Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber shares of SWM Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber SWM Common Stock) , and any cash in lieu of fractional shares which the shares of Viking Neenah Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber SWM Common Stock or New Camber Preferred to which such holder of shares of Viking Neenah Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)I, and (ii) a check an amount in cash representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber SWM Common Stock or New Camber Preferred into which the shares of Viking Neenah Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right pursuant to receive ARTICLE I 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number Merger Consideration that such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5, and any cash in lieu of fractional shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which that the shares of Viking Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); , in the case of each of the foregoing, subject to all applicable withholding of Tax in accordance with Section 2.4. From and (ii) after the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred the Merger Consideration to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock receive in accordance with, and New Camber Preferred)subject to, Section 1.5, and (ii) a check representing the amount of (A) any cash in lieu of fractional shares that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 2.2(e) and (B) any dividends or distributions which the that such holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued accrue on any dividends or distributions cash in lieu of fractional shares payable to holders of Old CertificatesCertificates or any dividends payable under Section 2.2(b). Until each Old Certificate is surrendered as contemplated by this Section 2.2, each such Old Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and Merger Consideration (together with any cash in respect of dividends or distributions as contemplated by this with respect thereto and cash in lieu of fractional shares issued in consideration therefor), subject to all applicable withholding of Tax in accordance with Section 2.22.4.

Exchange of Shares. (a) As promptly as practicable after the First Effective Time, but in no event later than ten five (105) business days thereafter, Camber Purchaser shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking or Company Preferred Stock immediately prior to the First Effective Time that have been converted at the First Effective Time into the right to receive Camber Purchaser Common Stock and Viking or New Purchaser Preferred Stock, as applicable, Stock pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Common Stock (rounded up to the nearest whole share of Camber Purchaser Common Stock) , the Cash Consideration and any cash in lieu of fractional shares or shares of New Purchaser Preferred Stock, as applicable, which the shares of Viking Company Common Stock or Company Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Purchaser Common Stock or New Camber Preferred to which such holder of shares of Viking Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (ii) a check representing the amount of (x) the Cash 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 II, (y) 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 (z) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b)) or (iii) New Certificate(s) representing the number of shares of New Purchaser Preferred Stock to which such holder of Company Preferred Stock shall have become entitled pursuant to the provisions of Article I, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or distributions 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 First Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Camber Purchaser Common Stock or shares of New Camber Purchaser Preferred Stock which the shares of Viking Company Common Stock and Viking or Company Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive receive, the applicable Cash 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. (ax) As promptly Xx soon as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent to shall mail to each holder of record of one or more Old Allaire Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a letter of transmittal in customary form as reasxxxxxx 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 Old Allaire Certificates shall pass, only upon proper delivery of the Old Certificates Allaire Cerxxxxxxxes to the Exchange Agent) and instructions for use in effecting surrexxxxxxx the surrender of the Old Allaire Certificates in exchange for New Certificates certificates representing (i) the number of shares of Camber shaxxx xx Bancorp Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares into which the shares of Viking Allaire Common Stock represented by such Old Allaire Certificate or Old Certificates Allairx Xxxxxficates shall have been converted into the right to receive pursuant exchanged xxxxxxxt to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this AgreementAgreemxxx. Upon Xxon proper surrender of an Old a Allaire Certificate or Old Allaire Certificates for exchange and cancellation to the Exchange AgentAgent for xxxxxxxe and cancellatixx, together xxxether with such properly completed letter of transmittal, duly executed, the holder of such Old Allaire Certificate or Old Allaire Certificates shall be entitled to receive in exchange receixx xx xxchange therefor, as applicablexx xxplicable, (i) a New Certificate certificate representing that the number of whole shares of Camber Bancorp Common Stock or New Camber Preferred to which such holder of shares of Viking Allaire Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions provisxxxx xx Article I, (ii) a check representing the amount of ARTICLE I (rounded up any cash in lieu of fractional shares which such holder has the right to receive in respect of the nearest whole share Allaire Certificate or Allaire Certificates surrendered pursuant to thx xxxxxsions of Camber Common Stock and New Camber Preferred)this Arxxxxx XI, and (iiiii) a check representing the amount of any dividends or distributions which the holder thereof has the right to receive then payable pursuant to Section 2.2(bSections 2.02(b)(i), and the Old Allaire Certificate or Old Allaire Certificates so surrendered shall forthwith be forthxxxx xx cancelled. No interest ixxxxxxx will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends or and distributions payable to holders of Old Allaire 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber South State shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Atlantic Capital Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber South State Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE IArticle ‎I, a 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 New Certificates representing (i) the number of whole shares of Camber South State Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares, which the shares of Viking Atlantic Capital Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b‎2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber South State Common Stock or New Camber Preferred to which such holder of shares of Viking Atlantic Capital Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article ‎I, and (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b‎2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2‎2.2, each Old 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 Camber South State Common Stock or New Camber Preferred which the shares of Viking Atlantic Capital Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2‎2.2.

Exchange of Shares. (a) As promptly as practicable after The Exchange of share certificates shall be effected by Emerald. Emerald shall deliver to the Effective Time, but in no event later than ten (10) days thereafter, Camber shall cause Stockholders certificates for the Exchange Agent shares of Emerald Common Stock to mail be Exchanged for stock certificates representing all shares of CGC Common Stock pursuant to each the terms of this Agreement. Each holder of record of one an outstanding certificate or more Old Certificates certificates representing shares of Viking CGC Common Stock and Viking Preferred Stock immediately prior shall be entitled, upon surrender of such certificate(s) to the Effective Time that have been converted at the Effective Time into the right Emerald, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates certificate representing (i) the number of shares of Camber Emerald Common Stock (rounded up to the nearest whole share of Camber Common Stock) into which the shares of Viking CGC Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled Converted pursuant to the provisions of ARTICLE I (rounded up Merger. All Emerald stock certificates issued to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed Stockholders at any time after the Effective Time shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS; (B) EMERALD HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL, BOTH OF WHICH OPINION AND COUNSEL SHALL BE REASONABLY ACCEPTABLE TO EMERALD, TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER; OR (C) THESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT. No opinion of counsel shall be required with respect to represent only the right transfer of shares from the Stockholders to receive, upon surrender, the number of whole shares of Camber Common Stock Escrow Agent or New Camber Preferred which from the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into Escrow Agent to the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2Stockholders.

Exchange of Shares. (a) As promptly as practicable after The exchange of share certificates shall be effected by Emerald. Emerald shall deliver to the Effective Time, but Shareholders of American Polymer certificates for the shares of Emerald Common Stock in no event later than ten (10) days thereafter, Camber shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates exchange for stock certificates representing shares of Viking American Polymer Common Stock and Viking Preferred Stock immediately prior pursuant to the Effective Time that have been converted at the Effective Time into the right terms of this Agreement. Each holder of an outstanding certificate or certificates representing American Polymer Common Stock shall be entitled, upon surrender of such certificate(s) to Emerald, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a bank or brokerage firm, to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates certificate representing (i) the number of shares of Camber Emerald Common Stock (rounded up to the nearest whole share of Camber Common Stock) into which the shares of Viking American Polymer Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up Merger. At the Effective Time, Emerald will issue to all American Polymer Shareholders, certificates for Emerald Common Stock in exchange for their American Polymer Common stock. All Emerald stock certificates issued to the nearest whole share Shareholders of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed American Polymer at any time after the Effective Time to represent only shall contain a legend substantially in the right to receivefollowing form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, upon surrenderAS AMENDED, the number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock(THE "ACT") OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, as applicablePLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS; (B) EMERALD HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO IT TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER; OR (C) THESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT.

Exchange of Shares. (ai) As promptly as practicable after Promptly following the Effective Time, but in no event later than ten issuance of the Purchased Shares on the Shares Closing Date upon and subject to the closing of the Merger (10x) days thereafter, Camber the Purchased Shares shall cause be exchanged pursuant to the Form S-4 for shares of PublicCo Common Stock at the Exchange Agent Ratio (as defined in the Merger Agreement) (the "Exchange Shares") and (y) the Bridge Warrants shall be exchanged pursuant to mail the Form S-4 for identical (with share amounts and share prices adjusted to reflect the Exchange Ratio) PublicCo warrants to purchase shares of PublicCo Common Stock, in the form attached hereto as Exhibit E (the "Exchange Warrants" and such shares of PublicCo Common Stock issuable upon exercise of the Exchange Warrants, collectively, the "Exchange Warrant Shares"), in each case, on the terms described in the Merger Agreement. Such Exchange Shares shall be delivered to each holder of record of one Buyer by crediting to such Buyer's or more Old Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a letter of transmittal its designee's balance account within (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 i) with respect to the Exchange Agent) and instructions for use Shares being issued in effecting the surrender exchange of the Old Certificates in exchange for New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant Initial Purchased Shares not subject to Section 2.2(b1(c)(v); , two (2) Trading Days following the Shares Closing Date and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation with respect to the Exchange AgentShares being issued in exchange of any Purchased Shares (excluding such Initial Purchased Shares set forth in the immediately preceding clause (i)), together with such properly completed letter of transmittalon the applicable Exchange Shares Delivery Date. Promptly following the Merger (but, duly executedin any event, no later than one (1) Trading Day thereafter), the holder of such Old Certificate or Old Certificates shall Exchange Warrants will be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant delivered to the provisions of ARTICLE I (rounded up Buyers. Notwithstanding anything to the nearest whole share contrary contained herein, in no event will any Exchange Shares or Exchange Warrants be delivered with any restrictive legends or any restrictions or limitations on resale by the Buyers, except to the extent any Buyer is then an affiliate of Camber Common Stock and New Camber Preferred), and (ii) a check representing PublicCo. If PublicCo and/or the amount Transfer Agent requires any legal opinions with respect to the delivery of any dividends Exchange Shares or distributions which Exchange Warrants without restrictive legends or the holder thereof has the right removal of any such restrictive legends, PublicCo agrees to receive pursuant cause, at its sole cost and expense, its legal counsel 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 issue any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2legal opinions.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber IBTX and TCBI shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking TCBI Common Stock and Viking or TCBI Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber IBTX Common Stock and Viking or New IBTX Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber IBTX Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New IBTX Preferred Stock) , as applicable, which the shares of Viking TCBI Common Stock or TCBI Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of IBTX Common Stock to which such holder of TCBI Common Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b) or (ii) (A) a New Certificate representing that number of shares of Camber Common New IBTX Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common TCBI Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any dividends or distributions 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 number of whole shares of Camber Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in respect of dividends or distributions as contemplated by this Section 2.2.Section

Exchange of Shares. (a) As promptly soon as practicable after the Effective Time, but and in no any event later than ten (10) within seven business days thereafterafter the Effective Time, Camber shall cause or otherwise as may be agreed upon by the parties, the Exchange Agent to shall mail to each holder of record of one or more Old PFC Stock Certificates representing shares of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE ITime, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old PFC Stock Certificates shall pass, only upon proper delivery of the Old 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 Old PFC Stock Certificates in exchange for New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon proper surrender of an Old Certificate or Old PFC Stock Certificates for exchange and cancellation to the Exchange Agent, together with such a properly completed executed letter of transmittal, duly executed, the holder of such Old Certificate or Old PFC Stock Certificates shall be entitled to receive in exchange therefor, as applicable, therefor (ix) a New Certificate certificate representing that number of whole shares of Camber TSFG Common Stock or New Camber Preferred to which such holder of shares of Viking PFC Common Stock or Viking Preferred Stock, as applicable, shall have become became entitled to receive pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), Article II hereof and (iiy) a check representing the aggregate Per Share Cash Consideration and/or the amount of any dividends or distributions cash in lieu of fractional shares, if any, which the such holder thereof has the right to receive in respect of the PFC Stock Certificates surrendered pursuant to Section 2.2(b)the provisions of Article I hereof, and the Old Certificate or Old PFC Stock Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any the Per Share Cash Consideration, on the cash in lieu of fractional shares or the unpaid dividends or distributions and distributions, if any, payable to holders of Old PFC Stock Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time (b) No dividends or other distributions declared after the Effective Time with respect to represent only TSFG Common Stock and payable to the right holders of record thereof shall be paid to receive, upon surrenderthe holder of any unsurrendered PFC Stock Certificate until the holder thereof shall surrender such PFC Stock Certificate in accordance with this Article II. After the surrender of a PFC Stock Certificate in accordance with this Article II, the number of whole 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 Camber TSFG Common Stock represented by such PFC 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 PFC Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the PFC Stock Certificate so surrendered shall be properly endorsed (or New Camber Preferred which 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 PFC Stock Certificate surrendered, or required for any other reason connected to such transfer, 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 PFC of the shares of Viking PFC Common Stock which were issued and Viking Preferred outstanding immediately prior to the Effective Time. If, after the Effective Time, PFC 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 applicableprovided in this Article II. (e) Notwithstanding anything to the contrary contained herein, represented by no certificates or scrip representing fractional shares of TSFG Common Stock shall be issued upon the surrender for exchange of PFC 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 Old Certificate have been converted into fractional share interests shall not entitle the right 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 PFC 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 PFC for twelve months after the Effective Time shall be paid to TSFG. Any stockholders of PFC who have not theretofore complied with this Article II shall thereafter look only to TSFG for payment of the Per Share Consideration and/or the unpaid dividends and any cash distributions on the TSFG Common Stock deliverable in respect of dividends each share of PFC Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of TSFG, PFC, the Exchange Agent or distributions any other person shall be liable to any former holder of shares of PFC 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 PFC Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such PFC Stock Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as contemplated by the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such PFC Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed PFC Stock Certificate the Per Share Consideration deliverable in respect thereof pursuant to this Section 2.2Agreement.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Company Common Stock and Viking or Company Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Parent Common Stock and Viking or New Parent Preferred Stock, as applicable, pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Parent Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common fractional shares or shares of New Parent Preferred Stock) , as applicable, which the shares of Viking Company Common Stock or Company Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I, and (B) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing that number of shares of Camber Common New Parent Preferred Stock or New Camber Preferred to which such holder of shares of Viking Common Company Preferred Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)Article I, and (iiB) a check representing the amount of any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Parent Common Stock or shares of New Camber Parent Preferred Stock which the shares of Viking Company Common Stock and Viking or Company Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber PFIS and FNCB shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking FNCB Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber PFIS Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking FNCB Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber PFIS Common Stock or New Camber Preferred to which such holder of shares of Viking FNCB Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber PFIS Common Stock or New Camber Preferred which the shares of Viking FNCB Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly as practicable after the Effective Time, but in no event later than ten five (105) business days thereafter, Camber Provident and Lakeland shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Lakeland Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, the Merger Consideration pursuant to ARTICLE Article I, a 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 New Certificates representing (i) the number of whole shares of Camber Provident Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking Lakeland Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Provident Common Stock or New Camber Preferred to which such holder of shares of Viking Lakeland Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (A) 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 (B) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Provident Common Stock or New Camber Preferred which the shares of Viking Lakeland Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive 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 promptly Prior to the mailing to the record holders of capital stock of Avatex entitled to vote at the Stockholders' Meeting, Avatex shall designate a bank or trust company to act as practicable after exchange agent (the "Exchange Agent") in connection with the Merger. Promptly following the Effective Time, but in no event later than ten (10) days thereafter, Camber Avatex shall take all steps necessary to enable and cause the Exchange Agent to mail deliver the applicable Merger Consideration as and when certificates for Avatex Shares are properly surrendered in accordance with this Section 2.3 and the provisions of the letter of transmittal referred to each in Section 2.3(b) below. Notwithstanding anything herein to the contrary, New Avatex Common Stock into which Avatex Shares shall be converted in the Merger, or the Convertible Preferred Stock Alternate Consideration or Series A Preferred Stock Alternate Consideration into which Convertible Preferred Stock Electing Shares or Series A Preferred Stock Electing Shares shall be converted in the Merger, shall be deemed to have been received, issued and/or paid as of the Effective Time. No dividends, payments or other distributions with a record or other applicable determination or payment date after the Effective Time with respect to shares of New Avatex Common Stock, or, if applicable, 6.75% Notes or Deferred Contingent Cash Rights, shall be paid to the holder of record any unsurrendered stock certificate previously representing Avatex Shares (in any such case, a "Certificate") with respect to which shares of one New Avatex Common Stock, or, if applicable, Convertible Preferred Stock Alternate Consideration or more Old Series A Preferred Stock Alternate Consideration, shall be issuable in the Merger until such Certificate shall be surrendered for exchange as provided herein, but (i) upon such surrender there shall be paid, without interest, to the person in whose name the Certificates representing such shares of Viking New Avatex Common Stock and Viking Preferred Stock immediately prior Stock, or, if applicable, 6.75% Notes or Deferred Contingent Cash Rights, shall be issued the amount of dividends, payments or other distributions theretofore paid with respect to such shares of New Avatex Common Stock, or, if applicable, 6.75% Notes or Deferred Contingent Cash Rights, as of any record or other applicable determination or payment date subsequent to the Effective Time that have been converted at (but prior to such surrender) and the Effective Time into the right amount of any cash payable to receive Camber such person in lieu of fractional shares of New Avatex Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) which the shares of Viking Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Camber Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred)2.3, and (ii) a check representing at the appropriate payment date or as soon as practicable thereafter, there shall be paid to such person the amount of any dividends dividends, payments or other distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate with a record or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time other applicable determination date after the Effective Time but prior to represent only the right such surrender and a payment date subsequent to receive, upon surrender, the number of whole such surrender payable with respect to such shares of Camber New Avatex Common Stock or New Camber Preferred which the shares of Viking Common Stock and Viking Preferred Stock, as or, if applicable, represented by such Old Certificate have been converted into the right 6.75% Notes or Deferred Contingent Cash Rights, subject in any case to receive and any cash in respect of dividends applicable abandoned property, escheat or distributions as contemplated by this Section 2.2similar laws.

Exchange of Shares. (a) As promptly soon as practicable after the Effective Time, but and in no event later than ten (10) business days thereafter, Camber shall cause the Exchange Agent to shall mail to each holder of record of one a Certificate or more Old Certificates representing shares a form of Viking Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) certificates representing, as the number of case may be, the shares of Camber Parent Common Stock (rounded up to or Parent New Preferred Stock and the nearest whole share cash in lieu of Camber fractional shares of Parent Common Stock) , if any, into which the shares of Viking Common Subject Company Capital Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old a Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate certificate representing that number of shares of Camber Parent Common Stock or New Camber Preferred to which such holder of shares of Viking Subject Company Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE Article I hereof, (rounded up ii) a certificate representing that number of shares of Parent New Preferred Stock to which such holder of Subject Company 8.30% Preferred Stock shall have become entitled pursuant to the nearest whole share provisions of Camber Common Stock and New Camber Preferred), Article I hereof and (iiiii) a check representing the amount of any dividends or distributions cash in lieu of fractional shares of Parent Common Stock, if any, which the such holder thereof has the right to receive in respect of the Certificate surrendered pursuant to Section 2.2(b)the provisions of this Article II, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any the cash in lieu of fractional shares and unpaid dividends or distributions and distributions, if any, payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time (b) No dividends or other distributions with a record date after the Effective Time with respect to represent only the right to receive, upon surrender, the number of whole shares of Camber Parent Common Stock or Parent New Camber Preferred 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 the theretofore had become payable with respect to shares of Viking Parent Common Stock and Viking or Parent New Preferred Stock, as applicable, Stock represented by such Old Certificate. (c) If any certificate representing shares of Parent Common Stock or Parent New Preferred Stock is to be issued in a name other than that in which the Certificate have been converted into surrendered in exchange therefor is registered, it shall be a condition of the right 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 receive and the Exchange Agent in advance any cash in respect transfer or other taxes required by reason of dividends the issuance of a certificate representing shares of Parent Common Stock or distributions as contemplated by this Section 2.2.Parent New

Exchange of Shares. (a) As promptly soon as practicable after the Effective Time, but in no event later than ten Registrar and Transfer Company (10the “Exchange Agent”) days thereafter, Camber shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking Omega Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a letter of transmittal (in customary form as prepared by FNB and reasonably acceptable to Omega which shall specify specify, among other things, 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) Agent and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing (i) the number Merger Consideration and any cash in lieu of fractional shares of Camber Common Stock (rounded up to the nearest whole share of Camber Common Stock) into which the shares of Viking Omega Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as and any dividends or distributions to be paid which such holder is entitled pursuant to Section 2.2(b); and (ii) . After the number Effective Time of shares the Merger, each holder of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by a Certificate formerly representing Omega Common Stock, other than Treasury Shares, who surrenders or has surrendered such Old Certificate or Old Certificates shall have been converted into customary affidavits and indemnification regarding the right to receive pursuant to this Agreement. Upon proper surrender loss or destruction of an Old Certificate or Old Certificates for exchange and cancellation such Certificate, together with duly executed transmittal materials to the Exchange Agent, together with such properly completed letter of transmittalshall, duly executedupon acceptance thereof, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefora certificate representing FNB Common Stock into which the shares of Omega Common Stock shall have been converted pursuant to Section 1.4, as applicable, (i) a New Certificate representing that number well as any cash in lieu of shares any fractional share of Camber FNB Common Stock or New Camber Preferred to which such holder of shares of Viking Common Stock or Viking Preferred Stock, as applicable, shall have become would otherwise be entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of any dividends or distributions to which the such holder thereof has the right to receive is entitled pursuant to Section 2.2(b), . The Exchange Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any dividends or distributions payable Exchange Agent may impose to holders of Old Certificateseffect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 2.2, each Old Certificate representing Omega Common Stock shall be deemed at any time from and after the Effective Time of the Merger to represent evidence only the right to receive, upon surrender, receive the number Merger Consideration any cash in lieu of whole fractional shares of Camber Common Stock or New Camber Preferred into which the shares of Viking Omega Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate or Certificates shall have been converted into the right pursuant to receive this Agreement and any cash in respect of dividends or distributions to which such holder is entitled pursuant to Section 2.2(b). FNB shall not be obligated to deliver the Merger Consideration or any check representing cash in lieu of fractional shares and/or declared but unpaid dividends to which any former holder of Omega Common Stock is entitled as contemplated by a result of the Merger until such holder surrenders his Certificate or Certificates for exchange as provided in this Section 2.2. If any certificate for shares of FNB Common Stock, or any check representing cash in lieu of fractional shares and/or declared but unpaid dividends, is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the 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 Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Shares. (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Camber Global Payments shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Viking TSYS Common Stock and Viking Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive Camber Global Payments Common Stock and Viking Preferred Stock, as applicable, pursuant to ARTICLE I, a 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 New Certificates representing (i) the number of whole shares of Camber Global Payments Common Stock (rounded up to the nearest whole share and any cash in lieu of Camber Common Stock) fractional shares which the shares of Viking TSYS Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b); and (ii) the number of shares of New Camber Preferred (rounded up to the nearest whole share of New Camber Preferred) which the shares of Viking Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Camber Global Payments Common Stock or New Camber Preferred to which such holder of shares of Viking TSYS Common Stock or Viking Preferred Stock, as applicable, shall have become entitled pursuant to the provisions of ARTICLE I (rounded up to the nearest whole share of Camber Common Stock and New Camber Preferred), and (ii) a check representing the amount of (x) 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 (y) any dividends or distributions which the holder 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 any cash in lieu of fractional shares or dividends or distributions 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 number of whole shares of Camber Global Payments Common Stock or New Camber Preferred which the shares of Viking TSYS Common Stock and Viking Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2.