Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, EOP shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 1.10, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration. To the EVI Common Stock and any cash in lieu extent not previously surrendered with a Form of a fractional share of EVI Common Stock. Upon Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationEOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Shares shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and any cash cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI Cornerstone Common Stock are to or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation EOP that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.15, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock held or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends EOP or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Colonial shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding Cornerstone Common Shares (other than to holders of Cornerstone Common Shares who previously surrendered with their Form of Election their Certificates for Cornerstone Common Shares) whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Consideration pursuant to Section 1.8(a) and any wholly owned subsidiary of the Company or EVISection 1.10, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Colonial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration. To the EVI Common Stock and any cash in lieu extent not previously surrendered with a Form of a fractional share of EVI Common Stock. Upon Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationColonial, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.8(a) and any cash Section 1.10, together with cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.13(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Cornerstone Common Stock are to Shares which is not registered in the transfer records of Cornerstone, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes Taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Colonial that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.13, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.8 and Section 1.10, and any cash payable in lieu of fractional shares pursuant to Section 1.13(g). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.13(d) or Section 1.13(g). Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Colonial Common Shares or Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Cornerstone Common Shares such amounts as Colonial or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of federal, state, local or foreign Tax law. For this purpose, (x) any Colonial Common Stock held Shares deducted and withheld by it from time Colonial shall be valued at the last trading price of the Colonial Common Shares on the NYSE on the Effective Date of the Merger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunder, except that it shall receive the holder of Cornerstone Common Shares in respect of which such deduction and hold all dividends withholding was made by Colonial or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. As soon as practicable after (a) At the Effective Time Closing, Seller shall provide to Buyer and GTI (1) certified extracts from the Shareholders' Register evidencing the ownership of the MergerSeller Shares by Buyer and the Supplemental Shares by Buyer's Designee, (2) a certified extract from the Exchange Agent shall mail to each holder shareholders' register of record of a certificate or certificates that immediately the Principal Subsidiary dated no later than one (1) day prior to the Effective Time Closing Date reflecting the Company as the sole owner of all the issued and outstanding shares of capital stock of the Merger represented outstanding Principal Subsidiary, (3) certified extracts dated as of a date reasonably close to the Closing Date reflecting due ownership of the shares and interests of the Company and the Company Subsidiaries in the other Company Subsidiaries and the Company Minority Interests, and (4) Share Transfer Orders duly executed by Seller and Seller's Designee ordering the transfer of the Seller Shares and the Supplemental Shares, respectively, to Buyer and Buyer's Designee, respectively, together with the other documentation specified in Schedule 2.3(a), all of which shall be in form and substance satisfactory to Buyer and GTI (the "Seller Transfer Documentation"). (b) Simultaneously with the delivery by Seller at the Closing of the Seller Transfer Documentation, GTI shall cause to be delivered to Seller or an agent of Seller as directed by Seller in a location to be agreed among the Parties a single stock certificate in the name of Seller representing the entire amount of the GTI Shares (the "CertificatesStock Certificate"). The Stock Certificate shall bear the following legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), other than the CompanyOR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, EVI and any wholly owned subsidiary of the Company or EVISOLD, (i) a letter of transmittal (which shall specify that delivery shall be effectedASSIGNED, and risk of loss and title to the Certificates shall passTRANSFERRED, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockPLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceledHEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoTHESE SECURITIES ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT AND A STANDSTILL AGREEMENT."

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, Parent shall cause the Merger, the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request) by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided, that the holders of any book-entry shares shall be deemed to have surrendered any Certificates representing book-entry shares upon receipt by the Paying Agent of receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request)), and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock into which Merger Consideration that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock3.1(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registeredregistered if, it shall be a condition of exchange that upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in any event no later than two Business Days after the MergerClosing Date), the Exchange Surviving Corporation will cause the Paying Agent shall to mail to each record holder of, as of record of a the Effective Time, (i) an outstanding certificate or certificates that which immediately prior to the Effective Time represented shares of the Merger represented outstanding Company Shares Common Stock (the "“Certificates"), other than ”) or (ii) shares of Common Stock represented by book-entry (the Company, EVI and any wholly owned subsidiary of the Company or EVI, “Book-Entry Shares”): (iA) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the such Certificates to the Exchange Paying Agent and shall be or, in a form and have such other provisions as EVI may reasonably specify) the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal); and (iiB) instructions for use in effecting the surrender of such Certificates or, in the Certificates in exchange for case of Book-Entry Shares, the certificates representing the EVI surrender of such shares of Common Stock and any cash in lieu for payment of a fractional share of EVI Common Stockthe Merger Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the Paying Agent will pay from the Payment Fund to the holder of such a Certificate shall be entitled to receive or of Book-Entry Shares, or as otherwise directed in exchange therefor a certificate or certificates representing the number letter of whole shares transmittal, the Merger Consideration for each share of EVI Common Stock into which the Company Shares theretofore represented formerly evidenced by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stockor Book-Entry Share, and the such Certificate so surrendered shall or Book-Entry Share will forthwith be canceled. No interest will be paid or will accrue on the Merger Consideration payable in respect of any Certificate or Book-Entry Share. If payment of the shares of EVI Common Stock are Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate so surrendered is registered, it shall will be a condition of exchange payment that such the Certificate shall so surrendered will be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange shall pay any payment will have paid all transfer or and other taxes Taxes required by reason of the exchange payment of the Merger Consideration to a Person other than the registered holder of such the Certificate surrendered or establish will have established to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after Prior to the Effective Time of Time, the Merger Parent and the Company shall cooperate to represent only establish procedures with the right Paying Agent and the Depository Trust Company (“DTC”) to receiveensure that (x) if the Closing occurs at or prior to 11:30 am (New York time) on the Closing Date, upon surrender of such Certificate, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held of record by it from time DTC or such nominee immediately prior to time hereunderthe Effective Time multiplied by the Merger Consideration (such amount, except that it shall receive the “DTC Payment”), and hold all dividends (y) if the Closing occurs after 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or other distributions paid or distributed with respect thereto for its nominee on the account of Persons entitled theretofirst Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Exchange Procedure. As soon as practicable after the Merger Effective Time of the MergerTime, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding representing Shares or Company Preferred Shares (the "“Certificates"), other than the Company, EVI and any wholly owned subsidiary ”) or of the Company or EVI, OP Units (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specifyAgent) and and, (ii) if applicable, instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock consideration (and any unpaid distributions and dividends) contemplated by Section 2.2 and this Section 2.3, including cash in lieu of a fractional share of EVI Common StockParent Shares. Upon (i) surrender of a Certificate for cancellation to the Exchange Agent or to Agent, if applicable, and (ii) delivery by such other agent or agents as may be appointed by the Surviving Corporation, together with a holder of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the such holder, if a holder of such a Certificate representing Shares or Company OP Units, shall be entitled to receive promptly in exchange therefor (x) a certificate or certificates representing the that number of whole shares Parent Shares, (y) a check representing the amount of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of fractional shares, if any, and (z) unpaid dividends and distributions with respect to the Parent Shares as provided for in Section 2.3(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II or in respect of such Company OP Units and, if a fractional share holder of EVI Common a Certificate representing Company Preferred Shares, shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of shares of New Parent Preferred Stock and (y) unpaid dividends and distributions with respect to the New Parent Preferred Stock as provided for in Section 2.3(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, in all such cases after giving effect to any required withholding Tax. No interest will be paid or accrued on the cash payable to holders of Shares, Company OP Units or Company Preferred Shares. In the event of a transfer of ownership of Shares, Company OP Units or Company Preferred Shares that is not registered in the transfer records of the Company or Company OP, a certificate representing the proper number of Parent Shares or shares of New Parent Preferred Stock, and together with a check for the Certificate so surrendered shall forthwith cash to be canceled. If the shares of EVI Common Stock are paid pursuant to this Section 2.3, may be issued to such a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that transferee if such Certificate shall be properly endorsed or such Certificate or Company OP Units shall otherwise be in proper form for transfer and that the Person requesting such exchange transferee shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or Company OP Units or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after Parent or the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or exercise any rights of ownership the Exchange Agent is required to deduct and withhold with respect to the EVI Common Stock held making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by it from time Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunder, except that it shall receive the Person in respect of which such deduction and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretowithholding was made.

Exchange Procedure. As soon as practicable after Promptly following the Effective Time of the Mergersurrender, the Exchange Agent shall mail to each holder of record in accordance with such instructions, of a certificate Certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates Note to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationExchange Agent or Parent pursuant to the Exchange Agent Agreement), together with such letter of transmittal (duly executed) and any other documents required by such instructions or letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentAgent shall, subject to Section 2.4(d), cause to be distributed to the holder Person in whose name such Certificate or Company Note shall have been issued (i) a certificate registered in the name of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates Person representing the number of whole shares of EVI Parent Common Stock into which the shares of Company Shares theretofore Common Stock, Company Preferred Stock or Company Note previously represented by such the surrendered Certificate or Company Note shall have been converted at the Effective Time pursuant to Section 2.1 and this Article II, (ii) payment (which shall be made by check) of any cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 2.4(f) and (iii) a fractional share Parent Warrant representing such holder's pro rata portion, as determined based on each holder's ownership percentage of EVI Company Common Stock, Series C Preferred, Series D Preferred or Company Notes, as the case may be. Each Certificate and the Certificate Company Note so surrendered shall forthwith be canceled. If In addition, promptly following the shares surrender, in accordance with such instructions, of EVI Common Stock are a Company Derivative Security to the Exchange Agent (or such other agent or agents as may be appointed by the Exchange Agent or Parent pursuant to the Exchange Agent Agreement), together with such letter of transmittal (duly executed) and any other documents required by such instructions or letter of transmittal, the Exchange Agent shall, subject to Section 2.4(d), cause to be issued distributed to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax Company Derivative Security has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after issued the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretocorresponding Parent Derivative Security.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "EXCHANGE AGENT") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time of but in any event no later than 10 days after the MergerEffective Time, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "CertificatesCERTIFICATES"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and 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 shall be in a form and have such other provisions as EVI may reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(d) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon (a) Upon exchange of any Note, the Issuers will settle the Exchange Obligation on the third Business Day immediately following the Exchange Date. (b) Before any Holder of a Note shall be entitled to exchange the same as practicable after set forth above, such Holder shall (i) in the Effective Time case of a Global Note, comply with the procedures of the MergerDepositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled and (ii) in the case of a Definitive Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) attached as Exhibit F hereto at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Issuers or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents. The Trustee (and if different, the Exchange Agent Agent) shall mail notify the Issuers of any exchange pursuant to each holder this Article Thirteen on the Exchange Date for such exchange and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. No Notice of record Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Issuers in respect of a certificate such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 11.02. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or certificates that specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the Effective Time close of business on the Merger represented outstanding Company Shares date (the "Certificates"), other than “Exchange Date”) that the Company, EVI and any wholly owned subsidiary of Holder has complied with the Company requirements set forth in subsection (b) above. The Issuers shall issue or EVI, (i) a letter of transmittal (which shall specify that delivery shall cause to be effectedissued, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation deliver to the Exchange Agent or to such other agent Holder, or agents as may be appointed by such Holder’s nominee or nominees, certificates or a book-entry transfer through the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Depositary for the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the full number of shares of EVI Common Stock to which such Holder shall be entitled in satisfaction of the Issuers’ Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and cashthe Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if anyrequired by the Issuers or Trustee, in lieu with payment of a fractional share sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of EVI Common Stock into which the Company Shares theretofore name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) Except as provided in Section 13.06, no adjustment shall be made for dividends on any shares issued upon the exchange of any Note as provided in this Article Thirteen. (f) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented by such Certificate shall have been converted pursuant to Section 2.1thereby. The Issuers shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to other than the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoTrustee.

Exchange Procedure. As soon as practicable Promptly (and in any event no later than two Business Days) after the Effective Time of Time, Parent shall direct the Merger, the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (if any), or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates” or “Book-Entry Shares,” respectively) which were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration pursuant to Section 2.01(c) (i) 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 delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in a customary form and have such other provisions as EVI Parent and the Company may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the certificates representing Merger Consideration. Upon (A) in the EVI Common Stock and any cash in lieu case of a fractional share of EVI Common Stock. Upon Certificate, surrender of a such Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporationfor cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor a certificate or certificates representing the number Merger Consideration for each share of whole shares of EVI Company Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted or Book-Entry Share, as applicable, pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01(c), and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, Merger Consideration in lieu accordance with this Article II. No interest shall be paid or accrue on the cash payable to any holder of a fractional share Certificate or Book-Entry Share in accordance with the provisions of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Article II.

Exchange Procedure. As soon as practicable after (a) After the Effective Time of the MergerDate, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI such shares of Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to Talbot Bancshares shall represent the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled right to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by of Successor Bancshares determined in accordance with Section 9.2; such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed Talbot Bancshares certificates at any time after the Effective Time of Date may be exchanged by the Merger to represent only holders thereof for new certificates for the right to receive, upon surrender of such Certificate, the appropriate number of shares of EVI Common Stock of Successor Bancshares by forwarding such Talbot Bancshares Common Stock certificates and cashthe letter of transmittal provided by Successor Bancshares to the transfer agent for Successor Bancshares Common Stock, if any, and the payment of cash in lieu of fractions, dividends, and other distributions on said stock may be withheld until the Talbot Bancshares certificates are surrendered for exchange to the transfer agent for Successor Bancshares Common Stock; when such new certificates are issued, the holders thereof shall be entitled to be paid the amount (without any interest thereon) of all such withheld cash in lieu of fractions, dividends, or other distributions which have theretofore become payable with respect to such shares of Common Stock of Successor Bancshares. (b) As soon as possible after the Effective Date, the transfer agent for Successor Bancshares Common Stock shall send or cause to be sent a fractional share notice and transmittal form to each record holder of EVI a certificate theretofore evidencing shares of the Talbot Bancshares Common Stock. (c) All shares of Successor Bancshares Common Stock into which the Company Shares theretofore represented by such Certificate shares of Talbot Bancshares shall have been converted pursuant shall be deemed to Section 2.1. The Exchange Agent shall not be entitled have been issued in full satisfaction of all rights pertaining to vote or exercise any rights such shares of ownership with respect to the EVI Talbot Bancshares Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoStock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company shares of Common Shares (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVI, Merger Consideration pursuant to SECTION 2.1.2 (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAcquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company shares of Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 SECTION 2.1.2 and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to SECTION 2.2.4, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Common Stock are to Shares which is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section SECTION 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company shares of Common Shares theretofore represented by such Certificate shall have been converted pursuant to SectionSECTION 2.1.2, and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.2.4. No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to SECTION 2.2.4 or SECTION 2.2.7. 3 9 2.2.4 RECORD DATES FOR FINAL DIVIDENDS; DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. 2.1(i) To the extent necessary to satisfy the requirements of SECTION 857(A)(1) of the Code for the taxable year of the Company ending at the Effective Time, the Company shall declare a dividend (the "Final Company Dividend") to holders of Common Shares, the record date for which shall be close of business on the last business day prior to the Effective Time, in an amount equal to the minimum dividend sufficient to permit the Company to satisfy such requirements. If the Company determines it necessary to declare the Final Company Dividend, it shall notify Acquiror at least ten (10) days prior to the date for the Company Shareholders Meeting, and Acquiror shall declare a dividend per share to holders of Acquiror Common Stock, the record date for which shall be the close of business on the last business day prior to the Effective Time, in an amount per share equal to the quotient obtained by dividing (x) the Final Company Dividend per share of Common Shares paid by the Company by (y) the Exchange Ratio. The dividends payable hereunder to holders of Common Shares shall be paid upon presentation of the certificates of Common Shares for exchange in accordance with this ARTICLE II, and shall be payable solely from the separate funds of the Company, which shall be provided to the Exchange Agent on or before the Effective Time for this purpose. (ii) No dividends or other distributions with respect to Acquiror Common Stock with a record date after the Effective Time shall not be entitled paid to vote or exercise the holder of any rights of ownership unsurrendered Certificate with respect to the EVI shares of Acquiror Common Stock held by it from represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to SECTION 2.2.7, in each case, until the surrender of such Certificate in accordance with this ARTICLE II. Subject to the effect of applicable escheat laws, following surrender of any such Certificate there shall be paid to the holder of such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Acquiror Common Stock to which such holder is entitled pursuant to SECTION 2.2.7 and (ii) if such Certificate is exchangeable for one or more whole shares of Acquiror Common Stock, (x) at the time hereunder, except that it shall receive and hold all of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid or distributed with respect thereto for to such whole shares of Acquiror Common Stock and (y) at the account appropriate payment date, the amount of Persons entitled theretodividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Acquiror Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Mercantile shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time shares of the Merger represented outstanding Company Shares Firstbank Common Stock (the "Certificates"), other than the CompanyExcluded Shares), EVI and any wholly owned subsidiary as of the Company or EVIEffective Time, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and shall be upon adherence to the procedures set forth in a form and have such other provisions as EVI may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates representing the EVI Common Stock and Merger Consideration, any cash in lieu of a fractional share of EVI Common Stockshares payable pursuant to Section 2.7 and any dividends or other distributions payable pursuant to Section 2.4. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or certificates (a) book-entry shares representing the number of whole shares of EVI Mercantile Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any 2.1.2, (b) cash payable in lieu of a any fractional share of EVI Common Stockshares payable pursuant to Section 2.7, and the Certificate (c) any dividends or distributions payable pursuant to Section 2.4, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Firstbank Common Stock are to that is not registered in the transfer records of Firstbank, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is registered, it shall be a condition of exchange that such Certificate shall be are registered if properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Mercantile, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, any cash in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted shares payable pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.7 and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretopayable pursuant to Section 2.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "CertificatesCERTIFICATES"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIShares to be cancelled in accordance with Section 2.01(b) hereof, (i) 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 delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Purchaser and the Company may reasonably specify) and (ii) instructions instructions, in form reasonably acceptable to the Company, for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationPurchaser, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI Common Stock are to a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.01. The Exchange Agent No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall not be entitled to vote have been lost, stolen or exercise any rights of ownership with respect destroyed, Purchaser may, in its discretion and as a condition precedent to the EVI Common Stock held payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it from time to time hereundermay reasonably direct as indemnity against any claim that may be made against Purchaser, except that it shall receive and hold all dividends the Surviving Corporation or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoPaying Agent.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger(i) Prior to Closing, Newco, Industrea and the Exchange Agent shall enter into an exchange agent agreement, in a form reasonable acceptable to Newco and Industrea. (ii) As soon as reasonably practicable following the date hereof, Industrea shall (x) deposit with the Exchange Agent in trust for the benefit of the holders of shares of Industrea Stock prior to the Closing, certificates representing the Newco Common Shares issuable pursuant to Section 2.3(b) hereof (or appropriate alternative arrangements shall be made if such securities will be issued in book-entry form) and (y) cause the Exchange Agent to mail or otherwise deliver to each holder of record shares of Industrea Stock (each, a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares “Industrea Stockholder”) (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i1) 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 delivery of the Certificates to in customary form provided by the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii2) instructions for use in effecting the surrender of the Certificates in exchange for surrendering the certificates representing shares of Industrea Stock (the EVI “Industrea Certificates”) and receiving the Newco Common Shares issuable in respect of the shares of Industrea Stock and any cash in lieu of a fractional share of EVI Common Stockrepresented thereby or otherwise held by such Industrea Stockholder. Upon After the Industrea Effective Time, each Industrea Stockholder, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporationan Industrea Merger Letter of Transmittal, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive from the Exchange Agent in exchange therefor a certificate or certificates representing such number and type of Newco Common Shares as described in the number Industrea Closing Exchange Schedule. Notwithstanding the foregoing, in the event that, prior to the Closing Date, an Industrea Stockholder delivers an Industrea Merger Letter of whole Transmittal, duly completed and validly executed in accordance with the instructions thereto, such Industrea Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor at the Closing such Newco Common Shares as described in the immediately preceding sentence. In the event that any Industrea Stockholder’s shares of EVI Industrea Stock are certificated, such Industrea Stockholder shall be required to surrender and deliver to the Exchange Agent all Industrea Certificates, or a duly completed affidavit of loss (in form and substance reasonably acceptable to Newco) with respect to any lost, stolen, or destroyed Industrea Certificate, together with such Industrea Stockholder’s Industrea Merger Letter of Transmittal, before such Industrea Stockholder shall be entitled to receive payment of its applicable portion of the Newco Common Stock Shares pursuant to this Section 3.9(e)(ii). Pending such surrender of an Industrea Stockholder’s Industrea Certificate(s), such Industrea Certificate(s) shall be deemed for all purposes to evidence such Industrea Stockholder’s right to receive the Newco Common Shares into which the Company Shares theretofore represented by such Certificate shares of Industrea Stock shall have been converted pursuant to Section 2.1 and any cash payable in lieu of as a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason result of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoIndustrea Merger.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of but in no event later than the Mergerfirst business day following the Closing Date, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time Certificate (and appropriate documentation for holders of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Options and any wholly owned subsidiary of the Company or EVI, Warrants) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in a customary form and have such other provisions as EVI Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the Company Shares theretofore shares formerly represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.08(c), and the Certificate so surrendered shall forthwith be canceledcancelled. If Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, any holders of more than five thousand shares of Company Common Stock (including shares issuable upon the exercise of Warrants and Company Options) shall be entitled to receive payment of the Merger Consideration in respect of the shares of EVI Company Common Stock are and an amount of cash determined pursuant to Sections 2.10 and 2.11 with respect to any Warrants and Company Options, respectively, held by them by wire transfer of immediately available funds as promptly as practicable after the Effective Time, but in no event later than the first business day following the Closing Date, to the account(s) designated by such stockholder. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may be issued paid in exchange therefor to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Certificate. Upon the delivery to the Paying Agent of the appropriate documentation in respect of Company Options and Warrants, the number holder of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the such Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not Option or Warrant will be entitled to vote or exercise any rights receive an amount of ownership with respect cash determined pursuant to the EVI Common Stock held by it from time to time hereunder, except that it shall receive Sections 2.10 and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto2.11.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, Parent shall cause the Merger, the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article III)), and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock into which Merger Consideration that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock3.1(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registeredregistered if, it shall be a condition of exchange that upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable Promptly after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares (shares of Class A Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary right to receive cash pursuant to Section 6(B) of the Company or EVI, (i) this Plan of Merger a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Class A Common Stock shall pass, only upon delivery of the Certificates certificates representing such shares of Class A Common Stock to the Exchange Agent and shall be in a such form and have such other provisions as EVI the Exchange Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Class A Common Stock, in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a certificate or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter certificates representing shares of transmittal, duly executed, Class A Common Stock and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor a the amount of cash into which the number of shares of Class A Common Stock previously represented by such certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate surrendered shall have been converted pursuant to Section 2.1 this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and any cash payable conditions as the Exchange Agent may impose to effect an orderly exchange thereof in lieu accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of a fractional share the Company or its transfer agent of EVI certificates representing shares of Class A Common StockStock and if such certificates are presented to the Company for transfer, and they shall be canceled against delivery of the Certificate so surrendered shall forthwith be canceled. If Merger Consideration allocable to the shares of EVI Class A Common Stock are represented by such certificate or certificates. If any Merger Consideration is to be issued remitted to a Person name other than that in which the Person in whose name certificate for the Certificate so Class A Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that such Certificate the certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person person requesting such exchange shall pay to the Company, or its transfer agent, any transfer or other taxes required by reason of the exchange payment of the Merger Consideration to a Person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the reasonable satisfaction of the Surviving Corporation Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered surrendered, as contemplated by this Section 2.27, each Certificate certificate for shares of Class A Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of Merger Consideration allocable to the shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1certificate as contemplated by Section 6(B) of this Plan of Merger. The Exchange Agent shall not No interest will be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for will accrue on any amount payable as Merger Consideration. Subject to completion of the account documentation referred to above, the Merger Consideration shall be paid at the Effective Time to holders of Persons entitled theretoClass A Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time of Certificates whose shares were converted into the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 2.1, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Starwood may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stockapplicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationStarwood, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate the applicable Merger Consideration and any dividends or certificates representing the number of whole shares of EVI Common Stock into other distributions to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.2(d), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the shares event of EVI a transfer of ownership of TriNet Common Stock are to or TriNet Preferred Stock which is not registered in the transfer records of TriNet, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Starwood that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the applicable Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.1 and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d). No interest will be paid or distributed with respect thereto for will accrue on the account applicable Merger Consideration upon the surrender of Persons entitled theretoany Certificate or on any amount payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, but no later than five (5) Business Days after the MergerEffective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIPowertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Powertel Certificate shall pass, only upon delivery of the Certificates such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as EVI VoiceStream may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Powertel Certificates in exchange for the certificates representing property described in the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stocknext sentence. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed of any Powertel Certificate(s) held by the Surviving Corporationany holder of record of a Powertel Certificate, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of EVI VoiceStream Common Stock into which the Company Shares theretofore shares of Powertel Stock represented by such Certificate the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 2.1 and any 1.06(c), cash payable in lieu of a any fractional share of EVI VoiceStream Common Stock, Stock in accordance with Section 1.07(e) and the Certificate dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of shares of EVI Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock are may be paid to be or issued to in a Person name other than that in which the Person Powertel Certificate surrendered in whose name the Certificate so surrendered exchange therefor is registered, it shall be a condition of exchange that if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person person other than the registered holder of such Powertel Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.07, each Powertel Certificate shall be deemed at any time after the Effective Time of the Merger to represent only (A) the right to receive, upon surrender of such Certificate, receive VoiceStream Certificates representing the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI VoiceStream Common Stock into which the Company Shares theretofore shares of Powertel Stock represented by such Powertel Certificate shall have been converted pursuant converted, (B) any dividends and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to Section 2.1be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e). The VoiceStream or the Exchange Agent shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or exercise any rights of ownership the Exchange Agent is required to deduct and withhold with respect to the EVI Common making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock held in respect of which such deduction and withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends VoiceStream or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent Purchaser shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time shares of the Merger represented outstanding Company Shares Common Stock (the "Certificates"), other than the CompanyExcluded Shares), EVI and any wholly owned subsidiary as of the Company or EVIEffective Time, (i) a form of letter of transmittal (which shall be in customary form and reasonably acceptable to Company and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to Purchaser upon adherence to the Exchange Agent and shall be procedures set forth in a form and have such other provisions as EVI may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates representing the EVI Common Stock Merger Consideration and any cash in lieu of a fractional share of EVI Common Stockdividends or other distributions payable pursuant to Section 2.4. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPurchaser, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentPurchaser and reasonably acceptable to Company, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or certificates (a) book-entry shares representing the number of whole shares of EVI Purchaser Common Stock into and cash in the amount of the Cash Consideration to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1 2.1.2 and (b) any cash dividends or distributions payable in lieu of a fractional share of EVI Common Stockpursuant to Section 2.4, and the Certificate such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. If Purchaser shall mail, or cause to be mailed, a statement of ownership relating to the shares of EVI Purchaser Common Stock are to and a check for payment of the Cash Consideration within seven days after such a surrender of a Certificate or of Book-Entry Shares. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is registered, it shall be a condition of exchange that such Certificate shall be are registered if properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Purchaser, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock Merger Consideration and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretopayable pursuant to Section 2.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Newco shall use its reasonable efforts to cause the Exchange Agent to, mail to each holder of record of a certificate or certificates an IMC Certificate that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (shares of IMC Stock whose shares were converted into and became the "Certificates")right to receive shares of Newco Stock pursuant to Section 3.01 and Section 3.02, other than the Company, EVI and any wholly owned subsidiary of the Company or EVIrespectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the IMC Certificates shall pass, only upon delivery of the IMC Certificates to the Exchange Agent and shall be in a such form and have such other provisions as EVI Newco may reasonably specify) and (ii) instructions for use in effecting the surrender of the IMC Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockNewco Certificates. Upon surrender of a an IMC Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such IMC Certificate shall be entitled to receive in exchange therefor a certificate or certificates Newco Certificate(s) representing the number and class of whole shares of EVI Common Newco Stock into which such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 and any cash payable in lieu the provisions of a fractional share of EVI Common Stockthis Article III, and the IMC Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI Common Stock are to a transfer of ownership of an IMC Certificate after the Effective Time, exchange may be issued made to a Person other than the Person in whose name the IMC Certificate so surrendered is registered, it shall be a condition of exchange that if such IMC Certificate shall be properly endorsed or otherwise in proper form for transfer and shall be accompanied by evidence satisfactory to the Exchange Agent that the Person requesting such exchange shall pay any transfer or other taxes required by reason of such exchange in the exchange to a Person name other than that of the registered holder of such IMC Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax instrument either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.23.05, each IMC Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, a Newco Certificate or Certificates evidencing the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into Merger Consideration to which the Company Shares theretofore represented by holder thereof is entitled in accordance with Section 3.01 or Section 3.02, as the case may be, and any dividends and other distributions to which such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoSection 3.05(f).

Exchange Procedure. As soon as practicable PREIT and PREIT Partnership shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth (5th) business day after the Effective Time of the MergerClosing Date, the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time of represented outstanding Crown Common Shares or Crown Senior Preferred Shares whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 1.8, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI PREIT may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (x) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Crown Common Shares or Crown Senior Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and 1.8, including any cash payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.11(g), (y) PREIT and PREIT Partnership shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (z) the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Crown Common Stock are to Shares or Crown Senior Preferred Shares which is not registered in the transfer records of Crown, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Crown that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.11, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Crown Common Shares or Crown Senior Preferred Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.8, including any cash payable in lieu of fractional shares pursuant to Section 1.11(g). The No interest will be paid or will accrue to the benefit of the shareholders on the Merger Consideration or on any cash payable pursuant to Section 1.11(g). PREIT or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, PREIT Common Shares or PREIT Senior Preferred Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Crown Common Shares or Crown Senior Preferred Shares such amounts as PREIT or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of state, local or foreign tax law. For this purpose, any PREIT Common Shares or PREIT Senior Preferred Shares deducted and withheld by PREIT shall be valued at the last trading price of the PREIT Common Shares or the PREIT Senior Preferred Shares, as applicable, on the New York Stock held Exchange on the Effective Date of the Merger (or in the event that the PREIT Senior Preferred Shares do not yet trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per PREIT Senior Preferred Share). To the extent that amounts are so withheld by it from time PREIT or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunderthe holder of the Crown Common Shares or Crown Senior Preferred Shares, except that it shall receive as applicable, in respect of which such deduction and hold all dividends withholding was made by PREIT or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. Following receipt of the Final Order and prior to the Effective Date, OceanaGold will deposit the OceanaGold Shares with the Depositary to satisfy the Consideration issuable to the Romarco Shareholders pursuant to the Plan of Arrangement (other than with respect to Dissent Shares held by Dissenting Romarco Shareholders who have not withdrawn their notice of objection). As soon as reasonably practicable after the Effective Time Date (but subject to the Plan of Arrangement), the Depositary will forward to each Romarco Shareholder that submitted a duly completed Letter of Transmittal to the Depositary, together with the certificate (if any) representing the Romarco Shares held by such Romarco Shareholder, the certificates representing the OceanaGold Shares issuable to such Romarco Shareholder pursuant to the Plan of Arrangement, which shares will be registered in such name or names as set out in the Letter of Transmittal; and either (i) delivered to the address or addresses as such Romarco Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Merger, Depositary in accordance with the Exchange Agent shall mail to each holder instructions of record the Romarco Shareholder in the Letter of a certificate or certificates Transmittal. Romarco Shareholders that immediately did not submit an effective Letter of Transmittal prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 Date may take delivery of the Certificates Consideration issuable to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for them by delivering the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation Romarco Shares or Romarco Shares formerly held by them to the Exchange Agent or to such other agent or agents as may Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be appointed accompanied by the Surviving Corporationa duly completed Letter of Transmittal, together with such letter of transmittal, duly executed, and such other documents as the Depositary may require. Certificates representing the OceanaGold Shares issued to such Romarco Shareholder pursuant to the Plan of Arrangement will be registered in such name or names as set out in the Letter of Transmittal and either: (i) delivered to the address or addresses as such Romarco Shareholder directed in their Letter of Transmittal; or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal, as soon as reasonably be required practicable after receipt by the Exchange Agent, Depositary of the holder of such Certificate shall required certificates and documents. No fractional OceanaGold Shares will be entitled issued to receive in exchange therefor a certificate or certificates representing Romarco Shareholders. Where the aggregate number of whole shares of EVI Common Stock into which the Company OceanaGold Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than Romarco Shareholder as Consideration under the Person Arrangement would result in whose name the Certificate so surrendered is registered, it shall be a condition fraction of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificatean OceanaGold Share being issuable, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company OceanaGold Shares theretofore represented to be received by such Certificate Romarco Shareholder shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect rounded down to the EVI Common Stock held by it from time to time hereundernearest whole OceanaGold Share, except that it shall receive and hold all dividends or other distributions with no consideration being paid or distributed with respect thereto for the account of Persons entitled theretofractional share.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock converted into the right to receive Parent Common Stock (the "CertificatesCERTIFICATES"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive pursuant to this Agreement in respect of the shares of Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), and a check representing the amount of any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(e) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable reasoable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of a certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(e) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(c) or 2.2(e).

Exchange Procedure. As soon as practicable (a) On the Closing Date, MacroPore shall deposit with its transfer agent for exchange in accordance with this Article II, the Merger Shares and cash in an amount sufficient to permit the payment of cash in lieu of fractional shares pursuant to Section 2.6(f) (b) Promptly after the Effective Time of the MergerTime, the Exchange Agent MacroPore shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Merger represented outstanding Company Shares Outstanding StemSource Stock (the "Stock Certificates") whose shares are being converted into the Merger Shares pursuant to Section 2.6(a) hereof (less any amount held in escrow pursuant to Section 2.9 hereof), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent MacroPore and which shall be in a such form and have such other provisions as EVI MacroPore may reasonably specify, including appropriate investment representations) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the certificates representing the EVI Common Stock and Merger Shares (less any cash amount held in lieu of a fractional share of EVI Common Stockescrow pursuant to Section 2.9 hereof). Upon surrender of a Stock Certificate for cancellation to the Exchange Agent MacroPore or to such other agent or agents as may be appointed by the Surviving CorporationMacroPore, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, the number of whole shares of EVI Common Stock into which the Company Merger Shares theretofore represented by such Certificate shall have been converted (less any amount held in escrow pursuant to Section 2.1 and any cash payable in lieu 2.9 hereof) to which the holder of a fractional share of EVI Common Stock, and the Outstanding StemSource Stock is entitled pursuant to Section 2.6(a) hereof. The Stock Certificate so surrendered shall forthwith be canceled. If From and after the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registeredEffective Time, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.22.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Shares into which the shares of Outstanding StemSource Stock represented by such Stock Certificate have been converted. Notwithstanding the foregoing, with respect to a holder of Outstanding StemSource Stock who surrenders one or more Stock Certificates duly endorsed in blank (or duly executed stock powers) and a spousal consent (if applicable) at the Closing, MacroPore shall issue to such holder, within ten (10) Business Days following the Closing Date, the Merger Shares (less any time amount held in escrow pursuant to Section 2.9 hereof) to which such holder of Outstanding StemSource Stock is entitled pursuant to Section 2.6(a) hereof. (c) The Merger Shares delivered upon the surrender for exchange of shares of Outstanding StemSource Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Outstanding StemSource Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Outstanding StemSource Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on StemSource's stockholder list as a holder of Outstanding StemSource Stock. (d) In the Merger to represent only the right to receive, upon surrender of such Certificate, the number of event that any Stock Certificates evidencing shares of EVI Common Outstanding StemSource Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted lost, stolen or destroyed, MacroPore shall issue in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Shares as may be required pursuant to Section 2.1. The Exchange Agent shall not Section 2.6(a) hereof; provided, however, that MacroPore may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be entitled to vote or exercise any rights of ownership made against MacroPore with respect to the EVI Common Stock held by it from time Certificates alleged to time hereunderhave been lost, except that it stolen or destroyed. (e) Notwithstanding anything to the contrary in this Section 2.8, none of the MacroPore, the Surviving Corporation or any party hereto shall receive and hold all dividends be liable to a holder of shares of Outstanding StemSource Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar law.

Exchange Procedure. As soon as practicable after After the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time for shares of the Merger represented outstanding Company Shares (the "Certificates")BSC Common Stock, other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock same duly transmitted to Registrar and any cash Transfer Company, as Exchange Agent (or in lieu of a fractional share surrendering such certificates in the case of EVI Common Stock. Upon surrender lost, stolen, destroyed or mislaid certificates, upon execution of a Certificate for cancellation to the Exchange Agent or to such other agent or agents documentation as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentRegistrar and Transfer Company), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI ▇▇▇▇▇ Common Stock into which such holder’s shares of BSC Common Stock shall have been converted by the Merger pursuant to the Merger Consideration. As soon as practicable after the Effective Time, the Exchange Agent will send a notice and transmittal form to each BSC shareholder of record at the Effective Time advising such shareholder of the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing BSC Common Stock in exchange for the Merger Consideration. Until so surrendered, each outstanding certificate that prior to the Effective Time represented shares of BSC Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of full shares of ▇▇▇▇▇ Common Stock into which the Company Shares theretofore represented by such Certificate same shall have been converted pursuant converted; provided, however, that dividends or distributions otherwise payable with respect to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI ▇▇▇▇▇ Common Stock into which the Company Shares theretofore represented by such Certificate BSC Common Stock shall have been so converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership paid with respect to such shares only when the EVI certificate or certificates evidencing shares of BSC Common Stock held shall have been so surrendered (or in lieu of surrendering such certificates in the case of lost, stolen, destroyed or mislaid certificates, upon execution of such documentation as may be reasonably required by it from time Exchange Agent) and thereupon any such dividends and distributions shall be paid, without interest, to time hereunder, except that it shall receive and hold all dividends the holder entitled thereto subject however to the operation of any applicable escheat or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar laws relating to unclaimed funds.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of date hereof but in no event later than the Mergertenth business day prior to the anticipated Closing Date (as mutually and reasonably determined by Parent and the Company), Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Certificate (i) a form of letter of transmittal (which the "Letter of Transmittal") (that shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall (B) be in a customary form reasonably acceptable to the Company and Parent with no representations or warranties or indemnities from holders of shares of Company Common Stock, Company Preferred Stock, Company Options or Company Warrants other than customary representations and warranties from such holders with respect to ownership of such stock, warrants or options and the right to sell such stock, warrants or options, and (C) have such other provisions as EVI Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock amount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) and any cash in lieu of a fractional share of EVI Common StockSection 2.9. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPaying Agent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent consistent with this Section 2.8(b), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the Company Shares theretofore shares, options or warrants formerly represented by such Certificate shall have been converted pursuant to Section 2.1 2.7(c) and any cash payable in lieu of a fractional share of EVI Common StockSection 2.9, and the Certificate so surrendered shall forthwith be canceledcancelled. If Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent, any holder of shares of Company Common Stock (including shares issuable upon the exercise of Company Options and Company Warrants) and Company Preferred Stock shall be entitled to receive payment of (1) the amount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) in respect of the shares of EVI Company Common Stock are and Company Preferred Stock, and (2) the amount of cash such holder shall be entitled to receive pursuant to Section 2.9 in respect of any Company Options and Company Warrants, in each case, held by them on the Closing Date, in each case, by check or, at such holder's request, by wire transfer of immediately available funds to the account(s) designated by such stockholder on the earlier of (X) the Closing Date, if such holder surrendered such Certificate to the Paying Agent on or prior to 11:00 a.m. New York City time on the Closing Date, and (Y) the first business day after such delivery, if such delivery is made after such time. In the event of a transfer of ownership of Company Common Stock, Company Preferred Stock, Company Options or Company Warrants that is not registered in the stock transfer books of the Company, the proper amount of cash may be issued paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable (a) If any Tranche A Noteholder or Tranche C Noteholder desires to exchange any Tranche A Note or Tranche C Note for Parent Common Stock pursuant to SECTION 3.01(A) or SECTION 3.02(A) hereof, the holder of such Tranche A Note or Tranche C Note shall deliver an irrevocable written notice to the Company that the holder elects so to exchange such Tranche A Note or Tranche C Note in accordance with the terms of SECTION 3.01(A) or SECTION 3.02(A) hereof, and specifying the name or names (with address) in which a certificate or certificates for Parent Common Stock are to be issued. (b) If the Company elects pursuant to SECTION 3.01(B) or Section 3.02(B) hereof to exchange the outstanding principal amount of the Tranche A Notes or Tranche C Notes for Parent Common Stock, the Company shall, within 30 days after the Effective Time of the MergerTranche A Special Exchange Event or Tranche C Special Exchange Event with respect to which such election is made, the Exchange Agent shall mail send notice (or cause notice to be sent) by first class mail, postage prepaid, to each holder of record of a certificate the Tranche A Notes or certificates that immediately prior the Tranche C Notes, as applicable, at such holder's address as specified pursuant to the Effective Time Note Agreement. Each such notice of exchange shall specify the date such exchange was effected, the Tranche A Exchange Price or Tranche C Exchange Price, the Exchange Rate (as defined in SECTION 3.04), and that on and after such exchange date, interest will cease to accrue on such outstanding principal amount of the Merger represented outstanding Tranche A Notes and Tranche C Notes being so exchanged. (c) The Company Shares will, as soon as practicable after such written notice specified in SECTION 3.03(A) or (B) hereof and compliance with any other conditions herein contained, deliver or cause to be delivered, to the "Certificates")holder of record of each Tranche A Note and Tranche C Note to be exchanged, other than certificates for the Companynumber of full shares of Parent Common Stock to which such Person shall be entitled upon exchange as aforesaid and a cash adjustment for any fraction of a share of Parent Common Stock as provided in SECTION 3.05. In the case of an exchange of a Tranche A Note or a Tranche C Note pursuant to SECTION 3.01(A) or SECTION 3.02(A) hereof, EVI and any wholly owned subsidiary such exchange shall be deemed to have been made as of the Company date of the written notice delivered pursuant to SECTION 3.01(A) or EVISECTION 3.02(A) hereof, (i) a letter and the Person entitled to receive the Parent Common Stock deliverable upon exchange of transmittal (which shall specify that delivery such Tranche A Note or Tranche C Note shall be effected, treated for all purposes as the record holder of such Parent Common Stock on and risk after such date of loss and title to notice. (d) Upon the Certificates shall pass, only upon delivery exchange of all or a portion of the Certificates to outstanding principal amount of a Tranche A Note or a Tranche C Note for Parent Common Stock in accordance with this Agreement, the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender amount of the Certificates in exchange for outstanding principal of such Tranche A Note and the certificates representing the EVI Common Stock and any cash in lieu Tranche A Commitment of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, Tranche A Note and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason amount of the exchange to a Person other than outstanding principal of such Tranche C Note and the registered Tranche C Commitment of the holder of such Certificate or establish to Tranche C Note, as applicable, shall each be automatically reduced by the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender principal amount of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote Tranche A Note or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoTranche C Note so exchanged.

Exchange Procedure. As soon as practicable Equity Office shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth business day after the Effective Time of the MergerClosing Date, the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 1.10(b), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Equity Office may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock Merger Consideration together with any dividends or distributions to which such holder is entitled pursuant to Section 1.13(d) and any cash cash, if any, payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.13(g). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Shares shares of ▇▇▇▇▇▇▇ Common Stock or a series of ▇▇▇▇▇▇▇ Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.10(b), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.13(d) and any cash cash, if any, payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.13(g), (ii) Equity Office shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (iii) the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI ▇▇▇▇▇▇▇ Common Stock are to or any series of ▇▇▇▇▇▇▇ Preferred Stock which is not registered in the transfer records of ▇▇▇▇▇▇▇, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Equity Office that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.13, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.13(d) and any cash payable in lieu of fractional shares pursuant to Section 1.13(g). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.13(d) or Section 1.13(g). Equity Office or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Equity Office Common Shares or Equity Office Preferred Shares (as defined herein), or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock such amounts as Equity Office or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of state, local or foreign tax law. For this purpose, any Equity Office Common Shares or Equity Office Preferred Shares deducted and withheld by Equity Office shall be valued at the last trading price of the Equity Office Common Shares or the Equity Office Preferred Shares, as applicable, on the New York Stock Exchange on the Effective Date of the Merger (or in the event that a series of Equity Office Preferred Shares does not trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per Equity Office Preferred Share). To the extent that amounts are so withheld by Equity Office or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of ▇▇▇▇▇▇▇ Common Stock held or a series of ▇▇▇▇▇▇▇ Preferred Stock, as applicable, in respect of which such deduction and withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends Equity Office or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Prime/Horizon Merger Effective Time of the Merger represented outstanding Company Sky Merger Common Shares (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVI, Prime/Horizon Merger Consideration pursuant to Section 1.11 (id) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockPrime/Horizon Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationCompany, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Prime/Horizon Merger Consideration into which the Company Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and 1.11, as well as any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Sky Merger Common Stock are to Shares which is not registered in the transfer records of Sky Merger, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Company that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Prime/Horizon Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 1.11, and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d). No interest will be paid or distributed will accrue on the Prime/Horizon Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.14(d) or Section 1.14(g). (ii) Contemporaneous with respect thereto or as soon as reasonably practicable after the Partnership Merger Effective Time, Prime Partnership shall mail or otherwise make available to each holder of record of Horizon OP Units whose interest in Horizon Partnership was converted into the right to receive the Partnership Merger Consideration a letter of transmittal with instructions for execution and delivery of the account Amended and Restated Prime Partnership Agreement which shall specify that delivery of Persons the Partnership Merger Consideration shall be effected only upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as Prime Partnership may reasonably specify as necessary in connection with the consummation of the transactions contemplated hereby. Upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as is reasonably specified by Prime Partnership in connection with the consummation of the transactions contemplated hereby, each holder of Horizon OP Units shall be entitled theretoto receive from Prime Partnership a copy of the Amended and Restated Prime Partnership Agreement, duly amended to reflect the Partnership Merger Consideration to be received by such holder pursuant to Section 1.11, as well as any dividends or distributions to which such holder is entitled pursuant to Section 1.14(d). Only holders of record on the books and records of Horizon Partnership shall be entitled to the Partnership Merger Consideration and to become a limited partner in Prime Partnership pursuant to this Agreement. Until the execution and delivery of the Amended and Restated Prime Partnership Agreement by a holder of Horizon OP Units, and the other documentation reasonably specified by Prime, such Horizon OP Units shall be deemed at any time after the Partnership Merger Effective Time to represent only the rights to receive the Partnership Merger Consideration into which such Horizon OP Units shall have been converted pursuant to Section 1.11 hereof, without interest, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), without interest.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately (a) At least 90 days prior to the Effective Time consummation of a Qualified IPO, the Merger represented outstanding Company Shares Issuers will send a written notice to each Note Holder (a “Qualified IPO Notice”) advising that a Qualified IPO is contemplated. The Qualified IPO Notice shall contain such instructions and materials as may be appropriate in order to enable the "Certificates"), other than Note Holders to exchange their Notes pursuant to the Company, EVI and any wholly owned subsidiary of the Company or EVI, Optional Exchange. The Qualified IPO Notice shall state: (i) a letter of transmittal that the Optional Exchange is being made pursuant to this Section 5.2 and that all Notes (or any portion thereof) properly exchanged by such Note Holder on or prior to the IPO Closing Date will be accepted for exchange; (ii) the estimated IPO Unit Price, which shall specify that delivery be based on facts and circumstances available at such time (and which shall be effected, and risk of loss and title made without any representation or warranty as to the Certificates accuracy thereof but shall passbe estimated in good faith), only upon delivery a calculation showing the estimated exchange rate in accordance with Section 5.1 and the exchange date, which shall be the closing date of the Certificates Qualified IPO but shall be no less than 90 days and no more than 210 days following the Qualified IPO Notice (the “IPO Closing Date”); (iii) that the Note Holders must deliver an Exchange Election no later than 30 days after receipt of the Qualified IPO Notice and that the Exchange Election shall be irrevocable; provided that in the event that (x) the Issuers do not timely deliver a Qualified IPO Confirmatory Notice pursuant to Section 5.2(c) or (y) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice, any Note Holder who previously submitted an Exchange Agent Election may at any time, at its option, send a written notice to the Issuer revoking such Note Holder’s previous Exchange Election, at which point such Note Holder shall be deemed not to have made an Exchange Election with respect to such Note Holder’s Notes and shall be in a form entitled all accrued interest during the period the Notes were tendered for exchange; (iv) that Note Holders electing to have their Notes exchanged shall be required to surrender such Notes to the Issuer for exchange at least one Business Day prior to the IPO Closing Date and have any Notes which are not so tendered will continue to accrue interest; and (v) that all Notes tendered or exchanged shall continue to accrue interest through and including the IPO Closing Date and all Notes accepted for exchange shall cease to accrue interest upon exchange of such other provisions as EVI may reasonably specifyNotes. (b) and (ii) instructions for use in effecting the surrender Within 30 days of the Certificates date of issuance of such Qualified IPO Notice, each Note Holder wishing to participate in exchange for the certificates representing the EVI Common Stock and any cash Optional Exchange in lieu respect of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation its Notes is required to return to the Issuer of such Notes an irrevocable written notice of election for exchange (an “Exchange Agent Election”) in respect of all or a portion of such Notes; provided that in the event that (x) the Issuers do not timely deliver a Qualified IPO Confirmatory Notice pursuant to Section 5.2(c) or (y) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice, any Note Holder who previously submitted an Exchange Election may at any time, at its option, send a written notice to the Issuer revoking such Note Holder’s previous Exchange Election, at which point such Note Holder shall be deemed not to have made an Exchange Election with respect to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, Note Holder’s Notes and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive all accrued interest during the period the Notes were tendered for exchange. In the event (i) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice or (ii) the Qualified IPO Confirmatory Notice is not timely given, an Issuer may complete the exchange of Notes as to which Exchange Elections were previously made pursuant to this Section 5 only with the prior written consent of the Required Holders. (c) At least 5 business days but not more than 10 business days prior to the expected pricing of the offering, in exchange therefor the case of a Qualified IPO described in clauses (a) or (b) of the definition thereof, or the expected consummation of the applicable transaction or series of transactions, in the case of a Qualified IPO described in clause (c) of the definition thereof, the Issuers shall deliver to the Note Holders, a certificate (a “Qualified IPO Confirmatory Notice”) confirming such Issuer’s reasonable belief in good faith, based on facts and circumstances then existing, that the contemplated offering, transaction or certificates representing series of transactions, as the number case may be, will constitute a Qualified IPO pursuant to the applicable value or ownership threshold provided in clause (a), (b) or (c), as the case may be, of whole shares the definition thereof. (d) All Notes tendered for exchange shall continue to accrue interest through and including the IPO Closing Date until exchanged. Upon an exchange of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted Notes for Exchange Securities pursuant to Section 2.1 and any cash payable in lieu 5.1, each Note Holder shall surrender the Notes, duly endorsed, at the office of a fractional share of EVI Common Stock, the Issuer and the Certificate so surrendered Issuer shall, subject to Section 5.3, take such actions necessary to authorize and effect the issuance to such Note Holders of those Exchange Securities to which such Note Holders shall forthwith thereupon be canceledentitled upon exchange. If Each Note Holder agrees to execute and deliver such documentation as may be reasonably required to effect the shares exchange of EVI Common Stock are Notes as to be issued which an Exchange Election has been made. (e) To the extent a Note Holder exercises its rights to a Person other than undertake the Person in whose name Optional Exchange, the Certificate so surrendered Note Holder (or its designee) shall receive the Exchange Securities on the IPO Closing Date. Any fractional Exchanged Securities which the Note Holder (or its designee) is registered, it entitled to shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise settled in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable If Power Mount has elected to have an assay exchange for a particular Lot, the Parties shall exchange the results of their respective completed assays by registered mail on an agreed upon date which shall be no later than thirty-five (35) days after the Effective Time date of the Merger, the Exchange Agent shall mail to each holder Power Mount's delivery of record of a certificate or certificates that immediately prior Lot to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common StockFacility, and the Certificate so surrendered Parties shall forthwith confirm such assays by an exchange of facsimiles on the next Business Day. The Platinum, Palladium, and Rhodium assays in the samples shall be canceledreported on a dry basis calculated to four significant figures following a minimum drying period of two (2) hours at a temperature of 120 to 125 degrees Celsius. The splitting limit with respect to Platinum and Palladium shall be [**] relative to the Platinum or Palladium content (as applicable) as assayed by Stillwater, and the splitting limit with respect to Rhodium shall be [**] relative to the Rhodium content as assayed by Stillwater. If the shares of EVI Common Stock are to be issued Parties' assays with respect to a Person other than particular Metal are within the Person applicable splitting limit, the Final Assay for such Metal contained in whose name the Certificate so surrendered is registered, it such Lot shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that calculated as the Person requesting such exchange shall pay any transfer or other taxes required by reason arithmetic mean of the exchange to Metal content in the two exchanged assays. If the Parties' assays for a Person other than particular Metal are not within the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificateapplicable splitting limit, the number of shares of EVI Common Stock and cash, if any, Parties shall cooperate in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant good faith to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership reach an agreement with respect to the EVI Common Stock held final settlement figures. If such an agreement cannot be reached within two (2) Business Days after the exchange of the Parties' Results. Stillwater shall send the retained Sample Split for that Lot to an Umpire for independent analysis. The Umpire shall be selected from among the analysts listed on Appendix C on a rotating basis, sampled Lot by it sampled Lot. The Umpire will provide its analysis (on a dry weight basis determined on a pulverized sample) of the Metal or Metals for which a final settlement figure was not reached by the Parties. The final settlement figures shall then be calculated based on a comparison of the assays of the individual Metal as assayed by each of the Parties (each, a "Party Result") and by the Umpire (the "Umpire Result"), in each case expressed in ▇▇▇▇ ounces per dry Short Ton calculated to four significant figures. If the Umpire Result is between the two Party Results, then the arithmetic mean of the Umpire Result and the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in such Lot. If the Umpire Result is higher than the higher of the two Party Results or lower than the lower of the two Party Results, then the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in such Lot. For each Metal, the Umpire's costs of analyzing the samples will be born (i) by the Party whose Party Result for such Metal is further from time to time hereunderthe Umpire Result for such Metal or (ii) if the Umpire Result for such Metal is the exact arithmetic mean of the two Party Results for such Metal, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoby both Parties equally.

Exchange Procedure. As soon promptly as practicable after following the Effective Time of the MergerTime, and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Brookfield Residential shall cause the Exchange Agent to, mail to each holder of record of a certificate or certificates (the “Brookfield Homes Certificates”) that immediately prior to the Effective Time of the Merger represented outstanding Company Shares shares of Brookfield Homes Stock or non-certificated shares of Brookfield Homes Stock represented by book-entry (“Book Entry Shares”) whose shares were converted into and became the "Certificates")right to receive shares of Brookfield Residential Stock pursuant to Section 3.01 and Section 3.02, other than the Company, EVI and any wholly owned subsidiary of the Company or EVIrespectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Brookfield Homes Certificates shall pass, only upon delivery of the Brookfield Homes Certificates or Book Entry Shares to the Exchange Agent and shall be in a such form and have such other provisions as EVI Brookfield Residential may reasonably specify) and (ii) instructions for use in effecting the surrender of the Brookfield Homes Certificates or Book Entry Shares in exchange for the certificates representing whole shares of Brookfield Residential Stock (the EVI Common “Brookfield Residential Certificates”) and cash payable in respect thereof in lieu of fractional shares pursuant to Section 3.06. With respect to uncertificated shares of Brookfield Homes Stock held through “direct registration,” Brookfield Residential shall implement procedures with the Exchange Agent for effecting the exchange of such directly registered uncertificated shares of Brookfield Home Stock and any payment of cash in lieu of a any fractional share of EVI Common Stockshares pursuant to Section 3.06 as promptly as practicable after the Effective Time. Upon surrender of a Brookfield Homes Certificate or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Brookfield Homes Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate or certificates representing the number and class of whole shares of EVI Common Brookfield Residential Stock into which such holder has the Company Shares theretofore represented right to receive pursuant to the provisions of this Article III (which, at the election of Brookfield Residential, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable laws) and payment in lieu of fractional shares to which such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock3.06, and the Brookfield Homes Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI Common Stock are to a transfer of ownership of a Brookfield Homes Certificate after the Effective Time, exchange may be issued made to a Person other than the Person in whose name the Brookfield Homes Certificate so surrendered is registered, it shall be a condition of exchange that if such Brookfield Homes Certificate shall be properly endorsed or otherwise in proper form for transfer and shall be accompanied by evidence satisfactory to the Exchange Agent that the Person requesting such exchange shall pay any transfer or other taxes required by reason of such exchange in the exchange to a Person name other than that of the registered holder of such Brookfield Homes Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax instrument either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.23.08, each Brookfield Homes Certificate or Book Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender a Brookfield Residential Certificate or Certificates evidencing the Merger Consideration to which the holder thereof is entitled in accordance with Section 3.01 or Section 3.02, upon surrender of such Certificateas the case may be, and the number of shares of EVI Common Stock and cash, if any, right to receive an amount in cash in lieu of a any fractional share of EVI Common Stock into shares in accordance with Section 3.06 and any dividends and other distributions to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoSection 3.08(f).

Exchange Procedure. (a) As soon as reasonably practicable after following the Effective Time, the Surviving Corporation shall send to each Person who was a holder of Company Securities immediately prior to the Effective Time a letter of transmittal substantially in the Merger, form attached hereto as Exhibit H (the Exchange Agent shall mail "Letter of Transmittal") and any other appropriate materials for use in surrendering to each holder of record of a certificate the Company certificates or certificates agreements that immediately prior to the Effective Time of the Merger represented outstanding evidenced Company Shares (the "Certificates")Securities. Except with respect to Dissenting Shares, other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.21.9(a), (i) each Certificate certificate evidencing Company Common Stock or Company Preferred Stock (excluding the Series E Preferred Stock) and each agreement evidencing an Option or Warrant shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Common Per-Share Merger Consideration, Option Consideration or Warrant Consideration that the holder thereof has the right to receive in respect of such Company Securities pursuant to the provisions of this Agreement, and (ii) each certificate evidencing the Company's Series E Preferred Stock shall be deemed after the Effective Time to represent only the right to receive the Per-Share Series E Consideration that the holder thereof has the right to receive in respect to such Series E Preferred Stock pursuant to the provisions of this Agreement. Other than with respect to Permitted Investments of amounts in the Escrow Fund, no interest shall be paid or will accrue on any cash payable to holders of Company Securities. Upon the proper surrender and exchange of certificates or agreements, or, in the absence thereof, Affidavits (as defined below), representing Company Securities and the delivery of an executed Letter of Transmittal to the Company or the Payment Agent in accordance herewith, each holder of such Company Securities shall be paid, without interest thereon, an amount in cash from the Payment Agent determined in accordance with Section 1.5 hereof and as otherwise set forth herein. The Payment Agent shall be entitled to deduct and withhold, at the direction of the Surviving Corporation, from any Merger Consideration, Option Consideration, Warrant Consideration, or the Series E Liquidation Payments otherwise payable pursuant to this Agreement to any holder of Company Securities, such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law, and shall remit such withheld amounts to the Surviving Corporation as soon as reasonably practicable and consistent with applicable Legal Requirements. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Securities. Notwithstanding anything herein to the contrary, no payment shall be made to any holder of Company Securities who does not present certificates or agreements for cancellation representing shares of Company Common Stock, Company Preferred Stock, Options or Warrants, or, in the alternative, an affidavit and indemnity, in form and substance reasonably satisfactory to the Parent, stating that any of such certificates or agreements are lost, stolen or destroyed and that such holder will indemnify and hold the Parent, the Surviving Corporation and each of their respective officers, directors and agents harmless from any costs, expenses and damages that may be incurred if such certificates or agreements are later produced (an "Affidavit"). (b) From and after the Effective Time, the stock transfer books of the Company shall be closed with respect to shares of Company Stock which were outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of such shares of Company Stock. If, after the Effective Time, certificates representing Company Stock are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided herein. (c) Any portion of the Merger Consideration, Option Consideration, Warrant Consideration and Series E Liquidation Payments deposited by the Parent with the Payment Agent or the Escrow Agent pursuant to Section 1.8 hereof which remains undistributed to holders of Company Securities twelve (12) months after the Effective Time shall be delivered to the Parent, upon surrender demand, and any such holders who have not theretofore complied with this Section 1.9 shall look only to the Parent (subject to abandoned property, escheat and other similar laws) as general creditors for payment of such Certificatetheir claim for the applicable Merger Consideration, the number of shares of EVI Common Stock and cashOption Consideration, Warrant Consideration or Series E Liquidation Payments, if any, to be received in lieu accordance herewith. Neither the Parent nor the Surviving Corporation shall be liable to any such holder for cash representing any portion of the Merger Consideration, Option Consideration, Warrant Consideration or Series E Liquidation Payments delivered to a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted public official pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote any applicable abandoned property, escheat or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar law.

Exchange Procedure. As soon (a) In order to exercise the Exchange Right, a Preferred Unitholder must deliver a notice (the “Exchange Notice”) to the Manager, the Trust and the Fund, together with certificates representing the Preferred Units comprising the Preferred Units being exchanged, duly endorsed in blank for transfer, which specifies that such Preferred Unitholder desires to have the Trust exchange all or a specified number of Preferred Units which are, at that time, owned by such holder (such number of Preferred Units as practicable after are specified in the Effective Time Exchange Notice shall hereafter be referred to as the “Subject Units”). (b) Upon the exercise of the MergerExchange Right in accordance with Section 2.4(a), the Exchange Agent exchange shall mail to each holder be effected as follows: A. on the date of record receipt of a certificate or certificates that immediately prior copy of an Exchange Notice (the “Exchange Date”), the Trust will forthwith subscribe to the Effective Time Fund for the Applicable Number of Fund Units and shall satisfy the subscription amount therefor by promising to pay to the Fund an amount for each Fund Unit being subscribed for equal to the “Exchange Right Net Asset Value per Fund Unit” (as such term is defined in the Trust Indenture)(the “Subscription Price”) on the Exchange Date. The Trust shall deliver a duly executed Series 1 Note payable to the order of the Merger represented outstanding Company Shares (Fund in an amount equal to the "Certificates")Subscription Price. Upon receipt of such Series 1 Note, other than the Company, EVI Fund will forthwith issue and any wholly owned subsidiary deliver to the Trust the Applicable Number of Fund Units for the Subject Units being exchanged as specified in the Exchange Notice and registered in the name or in such names as specified in the Exchange Notice and the Trust shall cancel that number of Preferred Units in the name of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title Preferred Unitholder who issued the Exchange Notice equal to the Certificates shall passnumber of Subject Units, only upon delivery revise the Fund’s register of the Certificates holders of Preferred Units to reflect such cancellation and deliver such Fund Units to the Preferred Unitholder who issued the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting Notice; and B. upon the surrender of certificates representing more Preferred Units than the Certificates number of such securities to be exchanged, the Trust will forthwith cause to be issued in exchange for the name of the holder thereof, without expense to such holder, new certificates representing the EVI Common Stock and any cash Preferred Units not being exchanged at that time. (c) If the Fund Units on the applicable Exchange Date are held in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate the book-entry only system administered by CDS, no certificates for cancellation Fund Units will be issued pursuant to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter exercise of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, Right and the holder Fund Units issuable on such exercise will be registered in the name of such Certificate shall be entitled to receive in exchange therefor CDS or its nominee and registered on the books of CDS for the benefit of the Preferred Unitholder exercising the Exchange Right through a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented CDS Participant selected by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoPreferred Unitholder.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, NHC/OP Sub shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior Certificate whose shares of Company Common Stock were converted into the right to the Effective Time of receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 2.01(b), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other reasonable and customary provisions as EVI NHC/OP Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) the certificates representing the EVI Common Stock Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and any (C) cash in lieu of a any fractional share shares of EVI Common StockParent Preferred Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the (x) that number of whole shares of EVI Parent Preferred Stock (which shall be in non-certificated book-entry form) which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock into which the Company Shares theretofore represented then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (y) cash in an amount equal to $9.00 per share of Company Common Stock then held by such holder under all such Certificates so surrendered plus any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.02(c) and any (z) cash payable in lieu of a fractional share shares of EVI Common StockParent Preferred Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes Taxes required by reason of the exchange issuance of shares of Parent Preferred Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation NHC/OP Sub that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, upon surrender any dividends or distributions to which the holder of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be is entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.under

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior Certificates whose shares were converted into the right to the Effective Time of receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 2.1, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Duke may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stockapplicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationDuke, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate the applicable Merger Consideration and any dividends or certificates representing the number of whole shares of EVI Common Stock into other distributions to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.2(d), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the shares event of EVI a transfer of ownership of Weeks Common Stock are to or Weeks Preferred Stock which is not registered in the transfer records of Weeks, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Duke that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the applicable Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.1 and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d). No interest will be paid or distributed with respect thereto for will accrue on the account applicable Merger Consideration upon the surrender of Persons entitled theretoany Certificate or on any cash payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, an exchange agent to be selected by FBC (the “Exchange Agent”), for exchange in accordance with this Agreement, (i) certificates representing the shares of FBC Stock to be issued pursuant to Section 2.1(a) and (ii) cash sufficient to pay (A) the Cash Consideration pursuant to Section 2.1(a) and, (B) any amounts to be paid in lieu of any fractional shares of FBC Stock pursuant to Section 2.2(h) (such cash and certificates for shares of FBC Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). (b) As soon as practicable after the Effective Time of the MergerTime, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) Bank Stock a letter of transmittal (which shall specify that delivery shall be effected, in substantially the form attached to this Agreement as Exhibit A and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration (the EVI Common Stock and any cash in lieu “Letter of a fractional share Transmittal”). (c) Each holder of EVI Common Bank Stock. Upon , upon proper surrender of a Certificate for cancellation the Certificates therefor to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder accompanied by duly executed Letters of such Certificate Transmittal, shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of EVI Common FBC Stock into to which the Company Shares theretofore represented by such Certificate holder of Bank Stock shall have been converted become entitled pursuant to the provisions of Section 2.1 2.1, and (ii) a check representing the amount of Cash Consideration and any cash payable in lieu of a fractional share of EVI Common Stock, and shares which such holder has the right to receive hereunder. Each Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each Certificate will be deemed for all corporate purposes after the Closing to represent and evidence solely the right to receive the Merger Consideration to be paid therefor pursuant to this Agreement. Notwithstanding the foregoing, neither the Exchange Agent nor any other party hereto shall be liable to any holder of Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Except as required by law, no interest shall be payable with respect to the Cash Consideration, the cash payable for fractional shares or the cash payable for Dissenting Shares. If any shareholder of record of the Bank is unable to locate any Certificate to be surrendered for exchange, the Exchange Agent shall deliver the corresponding share of the Merger Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form acceptable to FBC. (d) The delivery of the Merger Consideration by the Exchange Agent shall be as soon as practicable following the receipt from time to time by the Exchange Agent of the several Certificates and duly executed Letters of Transmittal. (e) No dividends or other distributions declared with respect to FBC Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.2. Pending such surrender, any dividend or distribution payable in respect of such shares shall be delivered to the Exchange Agent to be held as part of the Exchange Fund. After the surrender of a Certificate in accordance with this Section 2.2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of EVI Common FBC Stock are represented by such Certificate. (f) If any certificate representing shares of FBC Stock is to be issued to in a Person name other than the Person that in whose name which the Certificate so or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of exchange the issuance thereof that such the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the Person person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the exchange to issuance of a Person certificate representing shares of FBC Stock in any name other than that of the registered holder of such the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2payable. (g) After the Effective Time, each Certificate there shall be deemed at no transfers on the stock transfer books of the Bank of the shares of Bank Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for certificates representing shares of FBC Stock as provided in this Article II. (h) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of FBC Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to FBC Stock shall be payable on or with respect to any time fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of FBC. In lieu of the issuance of any such fractional share, FBC shall pay to each holder of Bank Stock who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the amount of the Merger Consideration determined after giving effect to the reductions provided for in Section 2.1 of this Agreement by (ii) the fraction of a share (rounded to the nearest hundredth when expressed in decimal form) of FBC Stock to which such holder would otherwise be entitled to receive pursuant to this Article II. (i) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Bank for 12 months after the Effective Time shall be paid to FBC. Any former shareholders of the Bank who have not theretofore complied with this Section 2.2 shall thereafter look only to FBC for payment of the Merger Consideration deliverable in respect of each share of Bank Stock such shareholder holds as determined pursuant to represent only this Agreement, without any interest thereon. Notwithstanding the right to receiveforegoing, upon surrender none of such Certificatethe Bank, FBC, the number Exchange Agent or any other person shall be liable to any former holder of shares of EVI Common Bank Stock and cash, if any, for any amount delivered in lieu of good faith to a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted public official pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote applicable abandoned property, escheat or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar laws.

Exchange Procedure. As soon as practicable Promptly after the Effective Time of Time, but no later than ten (10) Business Days after the MergerEffective Time, the Exchange Agent Parent shall mail mail, or shall cause to be mailed, to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIParticipating Stockholder, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing any shares of Company Stock (the "CERTIFICATES") shall pass, only upon delivery of the Certificates to Parent), substantially in the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) of Exhibit C attached hereto and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock applicable Merger consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 3.5(b) and any cash in lieu of a any fractional share of EVI Parent Common StockStock to which such holders are entitled pursuant to Section 3.5(g). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange AgentParent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) the applicable cash payment, (B) a certificate or certificates representing the that number of whole shares of EVI Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article III after taking into which account all the shares of Company Shares theretofore represented Stock then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 3.5(b) and any (D) cash payable in lieu of a any fractional share of EVI Parent Common StockStock to which such holder is entitled pursuant to Section 3.5(g), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if, upon presentation to Parent, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay have paid any transfer or and other taxes required by reason of the exchange issuance of Parent Common Stock to a Person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.5(a), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive the applicable Merger Consideration Payments, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for to which the account holder of Persons such Certificate is entitled theretopursuant to Section 3.5(b) and cash in lieu of any fractional Parent Common Stock to which such holder is entitled pursuant to Section 3.5(g), in each case, without interest.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIright to receive Merger Consideration pursuant to Section 2.01, (i) 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 delivery of the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Conopco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationConopco, together with such letter of transmittal, duly executed, and such other documents docu ments as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Conopco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.01. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for shall accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each (a) Each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented Company Common Stock (the "Stock Certificates") whose shares are being converted into a ratable portion of the Merger represented outstanding Company Shares (Consideration pursuant to Section 2.6 above shall provide to Parent at the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIClosing, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to in the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions attached hereto as EVI may reasonably specify) Exhibit C and (ii) instructions for use in effecting the surrender of the one or more Stock Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittalParent, duly executedendorsed in blank (or accompanied by duly executed stock powers) and, and if necessary, spousal consents by each spouse, if any, of each Shareholder, duly executed by such other documents as may reasonably be required by the Exchange Agent, the spouses. The holder of such Stock Certificate shall then be entitled to receive in exchange therefor a certificate or certificates representing the number Cash Consideration and Stock Consideration to which such holder of whole shares of EVI Company Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, 2.6 above and the Certificate Additional Merger Consideration, if any, pursuant to Section 2.7 above. The Stock Certificates so surrendered shall forthwith be canceled. If No interest will accrue or be paid to the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 2.22.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) From and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. Exhibit 10.31 (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Sections 2.6 and 2.7 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. (f) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Merger to represent only the right to receive, upon surrender of such CertificateCompany, the number officers and directors of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by and Acquisition Co. are fully authorized in the name of the respective corporations, the Shareholders or otherwise to take, and will take, all such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall lawful and necessary action so long as such action is not be entitled to vote or exercise any rights of ownership inconsistent with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Agreement.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "Exchange Agent") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time of but in any event no later than 10 days after the MergerEffective Time, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and 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 shall be in a form and have such other provisions as EVI may reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(d) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, NHC/OP Sub shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior Certificate whose shares of Company Common Stock were converted into the right to the Effective Time of receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 2.01(b), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other reasonable and customary provisions as EVI NHC/OP Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) the certificates representing the EVI Common Stock Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and any (C) cash in lieu of a any fractional share shares of EVI Common StockParent Preferred Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the (x) that number of whole shares of EVI Parent Preferred Stock (which shall be in non-certificated book-entry form) which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock into which the Company Shares theretofore represented then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (y) cash in an amount equal to $9.00 per share of Company Common Stock then held by such holder under all such Certificates so surrendered plus any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.02(c) and any (z) cash payable in lieu of a fractional share shares of EVI Common StockParent Preferred Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes Taxes required by reason of the exchange issuance of shares of Parent Preferred Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation NHC/OP Sub that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Preferred Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable (a) Promptly after the Effective Time of the MergerDate, the Parent shall cause Computershare Trust Company, Inc. ("Exchange Agent shall Agent") to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Merger represented outstanding Outstanding Company Shares Common Stock (the "Stock Certificates") whose shares are being converted into the Cash Consideration pursuant to Section 2.6 hereof (less any amount held in escrow pursuant to Section 2.6(c) hereof), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to of the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent and which shall be in a such form and have such other provisions as EVI Parent may reasonably specify) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the certificates representing the EVI Common Stock and Cash Consideration (less any cash amount held in lieu of a fractional share of EVI Common Stockescrow pursuant to Section 2.6(c) hereof). Upon surrender of a Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted Cash Consideration (less any amount held in escrow pursuant to Section 2.1 and any cash payable in lieu 2.6(c) hereof) to which the holder of a fractional share of EVI Outstanding Company Common Stock, and the Stock is entitled pursuant to Section 2.6 hereof. The Stock Certificate so surrendered shall forthwith be canceled. If No interest will accrue or be paid to the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to any Outstanding Company Common Stock. From and after the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 2.22.8, each Stock Certificate shall be deemed at any time for all corporate purposes to evidence the amount of the Cash Consideration into which the shares of Outstanding Company Common Stock represented by such Stock Certificate have been converted. (b) The Cash Consideration delivered upon the surrender for exchange of shares of Outstanding Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Outstanding Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Outstanding Company Common Stock which were outstanding immediately prior to the Effective Date. If, after the Effective Time of Date, Stock Certificates are presented to the Merger to represent only Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8. (c) In the right to receive, upon surrender of such Certificate, the number of event that any Stock Certificates evidencing shares of EVI Outstanding Company Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The lost, stolen or destroyed, the Exchange Agent shall not pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Cash Consideration as may be entitled required pursuant to vote Section 2.6 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or exercise destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any rights of ownership claim that may be made against Parent or the Exchange Agent with respect to the EVI Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Outstanding Company Common Stock held by it from time for any amount properly paid to time hereundera public official pursuant to any applicable abandoned property, except that it shall receive and hold all dividends escheat or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar law.

Exchange Procedure. (i) As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares Certificate Holder (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (iA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Parent or Buyer may reasonably specify) specify and (iiB) instructions for use in effecting the surrender of the exchanging Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate Holder shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, and the number Paying Agent shall pay pursuant to irrevocable instructions given by Parent, the amount of whole shares of EVI Common Stock Notes and cash into which the Company Shares shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, 3.01(c) hereof; and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of shares of EVI Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the surrendering Certificate so surrendered is registeredHolder, it shall be a condition of exchange that if such Certificate shall be is properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate Holder or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2After the Effective time, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender, as contemplated by this Section 3.02, the Merger Consideration. No interest will be paid, or will accrue, on the Cash Merger Consideration payable upon the surrender of such Certificateany Certificate as contemplated by this Section 3.02. Regardless of when a Certificate Holder shall transmit his/its Certificates for the Merger Consideration, interest shall accrue and be payable on the number Note for only the 42-month period immediately following the Effective Time. (ii) Notwithstanding the provisions of shares of EVI Common Stock and cashSection 3.02(b)(i) hereof, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held in escrow pursuant to that certain Acquisition Agreement, dated May 23, 1997, by it from time to time hereunderand between the Company, except that ▇▇▇▇▇▇▇ Distributing, Inc and New Image Laboratories, Inc. ("New Image"), Parent shall set aside the Merger Consideration payable in respect thereof. If it shall receive be determined by a final, non-appealable order of a court of competent jurisdiction or mutual agreement that New Image is entitled to all or any portion of such Common Stock, Parent shall, upon surrender of the appropriate Certificate(s) in accordance with the terms of this Section 3.02, pay the Merger Consideration in respect thereof. Alternatively, if it shall be determined by a final, non-appealable order of a court of competent jurisdiction or mutual agreement that New Image is not entitled to such Common Stock, Parent shall be entitled to the Cash Merger Consideration in respect thereof and hold all dividends or other distributions paid or distributed with the Notes in respect thereto for the account of Persons entitled theretothereof shall be cancelled.

Exchange Procedure. As soon as practicable (a) Promptly after the Effective Time of the MergerTime, the Exchange Agent Parent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares Common Stock (the "Stock Certificates"), other than the Company, EVI and any wholly owned subsidiary ) whose shares are being converted into a ratable portion of the Company or EVICash Consideration and Note Consideration pursuant to Section 2.6 above, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent Parent and which shall be in a such form and have such other provisions as EVI Parent may reasonably specify) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the certificates representing the EVI Common Stock Cash Consideration and any cash in lieu of a fractional share of EVI Common StockNote Consideration. Upon surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by the Surviving CorporationParent, duly endorsed in blank (or accompanied by duly executed stock powers) and, if necessary, spousal consents by each spouse, if any, of each Shareholder, duly executed by such spouses, together with such letter Letter of transmittal, Transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number Cash Consideration and Note Consideration to which such holder of whole shares of EVI Company Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate 2.6 above. The Stock Certificates so surrendered shall forthwith be canceled. If No interest will accrue or be paid to the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 2.22.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Note Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) The Cash Consideration and Note Consideration delivered upon the surrender for exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Merger to represent only the right to receive, upon surrender of such CertificateCompany, the number officers and directors of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by and Acquisition Co. are fully authorized in the name of the respective corporations or otherwise to take, and will take, all such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall lawful and necessary action so long as such action is not be entitled to vote or exercise any rights of ownership inconsistent with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Agreement.

Exchange Procedure. As soon as practicable Before the Closing Date, OMNI will designate an exchange agent (the "Exchange Agent"). 2.2.1 Promptly after the Effective Time of Time, the Merger, Surviving Corporation will cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk to each person who is shown as a Holder of loss and title to the Certificates shall pass, only upon delivery OMNI stock or options as of the Certificates Effective Time. The letter of transmittal will be substantially in the form of Appendix B to this Agreement. 2.2.2 Upon delivery and surrender to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such Holder's executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Exchange Agentoption and/or certificates evidencing ownership of OMNI stock, the holder of such Certificate shall Holder will be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional for each share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person OMNI stock described in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, 2.1.1 the number of shares of EVI New CMD Common Stock and cashNew CMD Preferred Stock equal to the number of shares calculated pursuant to Sections 2.1.2 and 2.1.3 or a Substitute Option pursuant to Section 2.1.4. Until so surrendered, if any, in lieu each such outstanding certificate which prior to the Effective Time represented shares of a fractional share OMNI shall be deemed for all corporate purposes to evidence ownership of EVI the number of shares of New CMD Common Stock and New CMD Preferred Stock into which the Company Shares theretofore represented by such Certificate shall shares have been converted and the Holders shall, subject to this Agreement, enjoy all of the rights and privileges of Holders of CMD stock, including, without limitation, voting rights, and each such option shall be deemed to be a Substitute Option pursuant to SectionSection 2.1.4. However, no dividends or distributions will be paid to persons entitled to receive certificates for New CMD Common Stock and New CMD Preferred Stock until they have surrendered their certificates which prior to the Effective Time represented OMNI stock and no option may be exercised until the OMNI stock option has been surrendered and the shares of New CMD Common Stock and New CMD Preferred Stock or Substitute Options have been delivered to the Holder. 2.1. 2.2.3 The Exchange Agent shall not be entitled liable to vote Holders of OMNI or exercise CMD stock for any rights of ownership actions taken by the Exchange Agent contemplated by and consistent with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Agreement.

Exchange Procedure. As soon as practicable after (a) At the Effective Time of the MergerClosing, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange a Company Stock Certificate to Parent for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporationexchange, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate each Principal Stockholder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into which set forth opposite the Principal Stockholder’s name on the Merger Consideration Schedule under the column entitled “Number of Shares of Parent Common Stock to be Received at Closing.” Such payments of Parent Common Stock to the Principal Stockholders, together with the Principal Stockholder Closing Shares, shall be deemed to have been paid in full satisfaction of all rights pertaining to Company Capital Stock held by the Principal Stockholders. From and after the Effective Time, each Company Stockholder shall cease to have any rights with respect to the Company Shares theretofore represented Capital Stock held by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common StockCompany Stockholder, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed except as otherwise provided herein or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicableapplicable law. Until surrendered as contemplated by this Section 2.21.9, each Company Stock Certificate held by any Company Stockholder shall be deemed at any time deemed, from and after the Effective Time of the Merger Time, to represent only the right to receivereceive a portion of the Merger Consideration in accordance with this Agreement. (b) Each of Parent and the Surviving Corporation (each, upon surrender of such Certificatea “Payor”), the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote deduct and withhold from any consideration payable or exercise otherwise deliverable hereunder such amounts as Parent, the Surviving Corporation may be required to deduct or withhold therefrom under the Code, the Israeli Income Tax Ordinance of 1961 and the rules and regulations promulgated thereunder (the “Ordinance”) or under any rights provision of ownership state, local or foreign tax law. In the event that pursuant to any Legal Requirement, such tax is required to be withheld at source, any recipient of consideration hereunder shall deliver the appropriate tax withholding amounts in cash to the Payor or, if so directed, to the Trustee or an Affiliate of a Payor (to remit such amounts to the ITA or other Governmental Body, as applicable). To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) Notwithstanding the provisions of Section 1.9(b), to the extent that at least one (1) Business Days prior to the time the consideration is payable, the holder or former holder of Company Capital Stock has presented the Payor with a Valid Exemption, the Payor shall not make any Israeli deductions or withholdings, or shall make such deductions or withholdings at a reduced rate, as the case may be, in accordance with the provisions of such Valid Exemption. For purposes of this Agreement, a “Valid Exemption” means a certificate or ruling issued by the ITA which is sufficient to enable the Payor to establish at its reasonable discretion that no withholding or reduced withholding of Israeli tax is required with respect to payment payable to the EVI Common holder or former holder of Company Capital Stock held by it from time under this Agreement. To the extent that reduced withholding of Israeli tax is required pursuant to time hereunderany Legal Requirement, except that it holders or former holders of Company Capital Stock shall receive and hold all dividends deliver the appropriate tax withholding amounts in cash to the Payor or, if so directed, to the Trustee or other distributions paid or distributed with respect thereto for an Affiliate of a Payor (to remit such amounts to the account of Persons entitled theretoITA).

Exchange Procedure. As soon as practicable reasonably practical after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the CompanyWeatherford, EVI Sub and Christiana and any directly or indirectly wholly owned subsidiary of the Company Weatherford, Sub or EVIChristiana, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Weatherford and Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI shares of Weatherford Common Stock and any cash in lieu of a fractional share of EVI Common Stockthe Cash Consideration Per Share. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Weatherford Common Stock into which the Company Christiana Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.7 and any cash payable the Cash A-5 7 Consideration Per Share as provided in lieu of a fractional share of EVI Common StockSection 1.8(c), and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Weatherford Common Stock are to be issued to an individual, corporation, limited liability company, partnership, governmental authority or any other entity (a Person "Person"), other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.8, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Weatherford Common Stock and cash, if any, the Cash Consideration Per Share payable in lieu respect of a fractional share of EVI Common Stock into which the Company Christiana Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.7. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI shares of Weatherford Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto. Any unexchanged shares of Weatherford Common Stock issuable pursuant to the Merger in respect of the Christiana Shares shall be issued in the name of the Exchange Agent pending the receipt by the Exchange Agent of Certificates.

Exchange Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Prime/Horizon Merger Effective Time of the Merger represented outstanding Company Sky Merger Common Shares (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVI, Prime/Horizon Merger Consideration pursuant to Section 1.11 (id) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockPrime/Horizon Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationCompany, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Prime/Horizon Merger Consideration into which the Company Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and 1.11, as well as any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Sky Merger Common Stock are to Shares which is not registered in the transfer records of Sky Merger, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Company that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Prime/Horizon Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 1.11, and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d). No interest will be paid or distributed will accrue on the Prime/Horizon Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.14(d) or Section 1.14(g). (ii) Contemporaneous with respect thereto or as soon as reasonably practicable after the Partnership Merger Effective Time, Prime Partnership shall mail or otherwise make available to each holder of record of Newco OP Units whose interest in Newco LP was converted into the right to receive the Partnership Merger Consideration a letter of transmittal with instructions for execution and delivery of the account Amended and Restated Prime Partnership Agreement which shall specify that delivery of Persons the Partnership Merger Consideration shall be effected only upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as Prime Partnership may reasonably specify as necessary in connection with the consummation of the transactions contemplated hereby. Upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as is reasonably specified by Prime Partnership in connection with the consummation of the transactions contemplated hereby, each holder of Newco OP Units shall be entitled theretoto receive from Prime Partnership a copy of the Amended and Restated Prime Partnership Agreement, duly amended to reflect the Partnership Merger Consideration to be received by such holder pursuant to Section 1.11, as well as any dividends or distributions to which such holder is entitled pursuant to Section 1.14(d). Only holders of record on the books and records of Newco LP shall be entitled to the Partnership Merger Consideration and to become a limited partner in Prime Partnership pursuant to this Agreement. Until the execution and delivery of the Amended and Restated Prime Partnership Agreement by a holder of Newco OP Units, and the other documentation reasonably specified by Prime, such Newco OP Units shall be deemed at any time after the Partnership Merger Effective Time to represent only the rights to receive the Partnership Merger Consideration into which such Newco OP Units shall have been converted pursuant to Section 1.11 hereof, without interest, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), without interest. (iii) To the extent permitted by law, (A) Horizon may transmit the form of election to receive the Partnership Merger Consideration in cash and Prime Common Units or in Prime Preferred Units and Prime Common Units to the holders of Horizon Units concurrently with the delivery of the Proxy Statement (as defined in Section 5.1 (a)), and (B) the period within which the holders of Newco OP Units may deliver such election shall terminate three (3) business days after the Closing.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary Subsidiary of the Company or EVICompany, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI EarthLink may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common EarthLink Stock Portion and cash (in payment of the Cash Portion) and any additional cash in lieu of a fractional share of EVI EarthLink Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration consisting of (i) a certificate or certificates representing the number of whole shares of EVI EarthLink Common Stock and cash into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 2.1, and (ii) any cash payable in lieu of a fractional share of EVI EarthLink Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI EarthLink Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation EarthLink that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such CertificateCertificate in accordance with this Section 2.2(c), the applicable amount of the Merger Consideration consisting of the number of shares of EVI EarthLink Common Stock and cash and, additional cash, if any, in lieu of a fractional share of EVI EarthLink Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI EarthLink Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon At or prior to the Closing, Company will issue and cause to be deposited with Computershare Trust Company, N.A. (the “Transfer Agent”), for the benefit of Contributor and for exchange in accordance with this Article 1 through the Transfer Agent, the certificates (or uncertificated book-entries, as practicable applicable) representing the Exchange Shares, and, immediately after the Effective Time Closing, the Transfer Agent shall be authorized by Company to issue the Exchange Shares to Contributor in accordance with this Agreement. Each certificate representing the Exchange Shares shall (unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 thereunder) initially bear a legend in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, DISTRIBUTED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. The Exchange Shares will be issued from Company to Contributor in a private placement transaction, pursuant to the exemption from registration set forth in Section 4(a)(2) of the MergerSecurities Act. The offering and issuance of the Exchange Shares hereunder will not be registered with the SEC, and accordingly, the Exchange Agent shall mail Shares will be “restricted securities” under the Securities Act. Any subsequent offer, sale or disposition of the Exchange Shares by Contributor must be either registered under the Securities Act and applicable state securities laws or exempt from such registration requirements (including pursuant to each holder the safe harbor provided by Rule 144 promulgated under the Securities Act). Except as set forth in the Registration Rights Agreement, Company has no obligation to register the offering or issuance of record the Exchange Shares with the SEC or the securities regulatory authority of a certificate any other state or certificates that immediately jurisdiction. On or prior to the Effective Time Closing, Contributor, as a condition to receiving the Exchange Shares, will deliver to Company (i) duly executed stock transfer forms in favor of Company in customary form in respect of the Merger represented outstanding Company CHB DE Shares, (ii) duly executed Dutch notarial deed of transfer of shares in customary form in respect of the CHB BV Shares and (iii) the "Certificates"), other than the Company, EVI and CHB Share certificate(s) or register or an indemnity for any wholly owned subsidiary lost certificates in favor of the Company or EVIin such form as the Company may reasonably require. Notwithstanding the foregoing, (i) a letter upon Contributor’s prior written request, the Company shall cause the Exchange Shares to be delivered on behalf of transmittal (which Contributor directly to Contributor’s members at the Closing, provided that the Company shall specify that delivery shall be effectedhave received, no less than five Business Days prior to the Closing Date, and risk of loss and title as a condition to being obligated to issue the Exchange Shares to the Certificates shall passContributor’s members, only upon a written opinion of Ropes & ▇▇▇▇ LLP, in a form reasonably acceptable to the Company and its legal counsel, to the effect that the delivery of the Certificates Exchange Shares to Contributor’s members at Contributor’s instruction does not require registration under the Securities Act and does not cause the Exchange or the Exchange Shares Issuance to require registration under the Securities Act. In the event the Exchange Shares are issued to the Exchange Agent and shall be in a form and have such other Contributor’s members as provided pursuant to the foregoing sentence, the provisions as EVI may reasonably specifyof this Section 1.5(a) and (ii) instructions for use in effecting related to the surrender issuance of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after to apply to an issuance to such members, rather than the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoContributor.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, Parent shall cause the Merger, the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") or book-entry shares that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock that were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, right to receive Merger Consideration pursuant to Section 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or book-entry shares shall pass, only upon delivery of the Certificates (or affidavit of loss in lieu thereof) or book-entry shares to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu thereof) or book-entry shares in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or book-entry shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall be entitled to receive in exchange therefor a certificate or certificates representing therefore the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall have been converted pursuant to Section 2.1 2.01 and any cash payable certain dividends and other distributions in lieu respect of a fractional share of EVI Company Common StockStock in accordance with Section 2.02(c), and the Certificate (or affidavit of loss in lieu thereof) or book-entry shares so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate or book-entry shares so surrendered is registered, it shall be a condition of exchange that if such Certificate or book-entry shares shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or book-entry shares or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate or book-entry shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all certain dividends or other distributions in accordance with Section 2.02(c). No interest shall be paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate or book-entry shares.

Exchange Procedure. As soon as practicable after the Effective Time of ------------------ the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI TMW and any wholly owned subsidiary of the Company or EVITMW, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI TMW may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI TMW Common Stock and any cash in lieu of a fractional share of EVI TMW Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI TMW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI TMW Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI TMW Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI TMW Common Stock and cash, if any, in lieu of a fractional share of EVI TMW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to SectionSection 2. 2.11. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI TMW Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable after (a) At the Effective Time Closing, Purchaser shall deposit in trust with an exchange agent selected by the Company (the "Exchange Agent") funds sufficient to pay in full the Merger Consideration and all amounts due pursuant to the terms of the MergerCompany's Management Equity Participation Plan (the "MEP") (such amounts, the "MEP Payment"; the MEP Payment and the Merger Consideration, together, the "Exchange Fund"). Prior to the Closing, the Exchange Agent shall mail deliver to each holder Stockholder a form of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal for return to the Exchange Agent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and shall be include an agreement by each Stockholder that such Stockholder's respective allocation of the Merger Consideration represents all such Stockholder is owed by the Company pursuant to this Agreement, and that such Stockholder has waived and released the Company from any claims by such Stockholder to receive any additional amounts in a form and have such other provisions as EVI may reasonably specifyexcess of that provided for herein) and (ii) instructions for use in effecting the surrender of the Certificates and payment of the Allocated Merger Consideration due in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stockrespect thereof. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporationof a Certificate, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of Stockholder holding such Certificate shall be entitled to receive paid in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash Allocated Merger Consideration payable in lieu respect of a fractional share of EVI Common Stocksuch shares, and the Certificate so surrendered shall forthwith be canceled. If The payments by the Exchange Agent of Allocated Merger Consideration shall include payments to persons who surrender Certificates representing shares of EVI Common Series A Preferred Stock are of all deferred or accrued and unpaid dividends in respect of such shares, and payments of Liquidating Dividends payable pursuant to Article VI, Part B, Section 1A of the Articles of Organization of the Company as if the consummation of the Merger were a Liquidation Event (as such term is defined in such Articles of Organization). (b) Until surrendered as contemplated by Section 4.01, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Allocated Merger Consideration. No interest shall be paid or will accrue on the amount payable at the Effective Time upon surrender of a Certificate. If payment is to be issued made to a Person Stockholder other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange payment that such the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person Stockholder requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such the Certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after . (c) At the Effective Time of the Merger to represent only the right to receive, upon surrender of such CertificateClosing, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect pay the MEP Payment to the EVI Common Stock held by it from time to time hereunder, except that it shall receive beneficiaries under the MEP in accordance with the terms and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoprovisions thereof.

Exchange Procedure. As soon Subject to the conditions of this Agreement, certificates representing the shares of ESP Common Stock issued pursuant to this Agreement (the “ESP Certificates”) shall be issued to the stockholders of ARI Common Stock upon the surrender by those stockholders of the certificates representing all of the outstanding shares of ARI Common Stock (the “ARI Certificates”) as practicable provided for herein or otherwise agreed by the parties hereto. Promptly after the Effective Time of the MergerTime, and in no event more than three (3) business days thereafter, ESP shall cause the Exchange Agent shall to mail to each holder stockholder of record of a certificate or certificates that immediately prior to shares of ARI Common Stock (as of the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Time) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates respective ARI Certificate(s) shall pass, only upon delivery of the Certificates respective ARI Certificate(s) by such stockholder to the Exchange Agent and shall be in a form and have contain such other customary provisions as EVI ESP may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates respective ARI Certificate(s) in exchange for the certificates representing the EVI respective shares of ESP Common Stock to which such stockholder of such ARI Certificate(s) is entitled as a result of the Merger (and any cash in lieu of a fractional share of EVI Common Stockdividends or other distributions pursuant to Subsection 1.5(d) hereof). Upon surrender of a Certificate the ARI Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationESP, together with such letter of transmittal, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate ARI Certificates shall be entitled to receive in exchange therefor a certificate or certificates such ESP Certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI ESP Common Stock, for which their shares of ARI Common Stock are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Subsection 1.5(d) of this Agreement, and the Certificate ARI Certificates so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to Until so surrendered, outstanding ARI Certificates will be issued to a Person other than the Person in whose name the Certificate so surrendered is registereddeemed, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer from and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger Time, to represent evidence only the right to receive, upon surrender of such Certificate, receive the number of applicable shares of EVI ESP Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted issuable pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoSubsection 1.5(a).

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (ia) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittalParent, duly executedendorsed in blank (or accompanied by duly executed stock powers) and, and if necessary, spousal consents by each spouse, if any, of the holder of such other documents as may reasonably be required Stock Certificate, duly executed by the Exchange Agentsuch spouses, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number Merger Consideration to which such holder of whole shares of EVI HCI Holding Co. Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate 2.6 above. The Stock Certificates so surrendered shall forthwith be canceled. If No interest will accrue or be paid to the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to any HCI Holding Co. Common Stock. From and after the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 2.22.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which HCI Holding Co. Common Stock represented by such Stock Certificate shall have been converted in the Merger pursuant to this Agreement. (b) The Merger Consideration delivered upon the surrender for exchange of HCI Holding Co. Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such HCI Holding Co. Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of HCI Holding Co. Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on HCI Holding Co.'s shareholder list as a holder of HCI Holding Co. Common Stock. (c) In the event that any Stock Certificates evidencing HCI Holding Co. Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of Parent, the Surviving Corporation or any party hereto shall be liable to a holder of HCI Holding Co. Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and HCI Holding Co. will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of HCI Holding Co., the officers and directors of HCI Holding Co. and Acquisition Co. are fully authorized in the name of the Merger respective corporations or otherwise to represent only the right to receivetake, upon surrender of and will take, all such Certificate, the number of shares of EVI Common Stock lawful and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by necessary action so long as such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall action is not be entitled to vote or exercise any rights of ownership inconsistent with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Agreement.

Exchange Procedure. As soon as practicable Horizon OP and Sun shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth business day after the Effective Time of the MergerClosing Date, the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the REIT Merger Effective Time of the Merger represented outstanding Company Class A EPS or Paired Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Horizon OP and Sun may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates REIT Merger Consideration and a certificate representing the EVI Sun Common Stock Share Amount, as applicable, together with any dividends or distributions to which such holder is entitled pursuant to Section 1.9(d) and any cash cash, if any, payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.9(g). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock REIT Merger Consideration into which the Company Class A EPS or Class B Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.6(a), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.9(d) and any cash cash, if any, payable in lieu of fractional shares pursuant to Section 1.9(g) and, in the case of Certificates for Paired Shares, a fractional share certificate representing the number of EVI shares of Sun Common StockStock equal to the number of shares of Sun Common Stock represented by such Certificate prior to the REIT Merger Effective Time (the “Sun Common Share Amount”), (ii) Horizon OP and Sun shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five (5) business days after receipt thereof and (iii) the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Class A EPS or Paired Shares which is not registered in the transfer records of Sun or Trust, as applicable, payment of the REIT Merger Consideration or issuance of the Sun Common Stock are to Share Amount, as applicable, may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment or issuance either shall pay any transfer or other taxes Taxes required by reason of the exchange such payment or issuance being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Sun or Horizon OP, as applicable, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.9, each Certificate shall be deemed at any time after the REIT Merger Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock REIT Merger Consideration into which the Company Class A EPS or Class B Shares theretofore heretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.6(a), any dividends or other distributions to which such holder is entitled pursuant to Section 1.9(d), any cash payable in lieu of fractional shares pursuant to Section 1.9(g) and, if applicable, the Sun Common Share Amount. No interest will be paid or will accrue on the REIT Merger Consideration upon the s urrender of any Certificate or on any cash payable pursuant to Section 1.9(d) or Section 1.9(g). The Exchange Agent shall not be entitled entitled, in its sole and absolute discretion, subject to vote Section 1.9(f), to deduct and withhold from the cash, Horizon Common Stock or exercise Sun Common Stock, or any rights combination thereof, that otherwise is payable or issuable pursuant to this Agreement to any holder of ownership one or more Certificates such amounts as are required to be deducted and withheld with respect to the EVI Common Stock held making of such payment under the Code or under any provision of Tax Law; provided that, notwithstanding anything in this Section 1.9(c) to the contrary, no deduction or withholding shall be made under any provision of Tax Law, including under Section 1445 of the Code, from any payments made to a Seller or any Subsidiary thereof unless (i) in the case of any deduction or withholding other than under Section 1445 of the Code, Horizon OP shall have furnished Sun, no later than fifteen (15) days prior to the applicable payment date, with a written notice referring to this Section 1.9(c) and describing the approximate amount of the deduction or withholding to be made (it being agreed that, in the event of any such written notice and with respect to such deduction or withholding, (x) Sun and Horizon OP shall promptly enter into discussions in good faith to determine if applicable circumstances permit the lack of such deduction or withholding and (y) to the extent Horizon OP determines in good faith that such deduction or withholding is required, and Sun determines in good faith that such deduction or withholding is not required, there shall be no such deduction or withholding upon an agreement by it from time Sun in writing to time hereunderindemnify Horizon OP against any such deduction, except withholding, interest, penalties and expenses that it subsequently becomes borne, as a result of a challenge by the applicable tax authority, by Horizon OP or its Affiliates) or (ii) in the case of any deduction or withholding under Section 1445 of the Code, such Seller fails to furnish Horizon OP with an affidavit as contemplated by Section 2.4(a)(vi) of this Agreement. Any amounts so deducted or withheld by the Exchange Agent shall receive and hold be treated for all dividends or other distributions purposes of this Agreement as having been paid or distributed with issued to the holder of the Certificates in respect thereto for of which such deduction and withholding was made by the account of Persons entitled theretoExchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVIMerger Consideration pursuant to Section 1.6, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock1.6, and the Certificate so surrendered shall forthwith be canceledcancelled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to which is not registered in the transfer records of the Company, Merger Consideration may be issued distributed to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.8, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Parent Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoSection 1.6.

Exchange Procedure. As soon as practicable after (a) Each Note shall be exchangeable at the Effective Time office of the MergerExchange Agent. (b) In order to exercise the exchange right with respect to any interest in Global Notes, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior Holder must complete the appropriate instruction form for exchange pursuant to the Effective Time of Depositary’s book-entry exchange program or otherwise in accordance with Applicable Procedures, furnish appropriate endorsements and transfer documents if required by the Merger represented outstanding Company Shares (or the "Certificates")Trustee or Exchange Agent, other than and pay the funds, if any, required by Section 7.03(c) and any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, EVI and the Trustee or the Registrar for any wholly owned subsidiary registration of transfer or exchange of Notes except in compliance with the Company below provisions governing exercise of exchange rights. In order to exercise the exchange right with respect to any Physical Notes, the Holder of any such Notes to be exchanged, in whole or EVIin part, shall: (i) a letter of transmittal (which shall specify that delivery shall be effected, complete and risk of loss and title to manually sign the Certificates shall pass, only upon delivery Exchange Notice provided on the back of the Certificates to Note (the “Exchange Notice”) or facsimile of the Exchange Agent Notice and shall be in a form and have deliver such other provisions as EVI may reasonably specify) and notice to an Exchange Agent; (ii) instructions for use in effecting surrender the surrender Note to an Exchange Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of the Certificates in exchange for applicable requirements set forth above is the certificates representing “Exchange Date.” (c) On the EVI Common Stock third Business Day immediately following the Exchange Date, the Parent shall issue, and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation the Company shall deliver, to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing exchanging Holder the number of whole full shares of EVI Common Stock into issuable in respect of such exchange in accordance with the provisions of this Article 7. The Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unexchanged portion of the surrendered Notes, if any, which shall equal $200,000 or integral multiple of $1,000 in excess thereof. Each exchange shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the Company Shares theretofore represented by such Certificate shall requirements set forth above in Section 7.01(b) have been converted pursuant satisfied as to Section 2.1 such Notes (or portion thereof) and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it any shares of Common Stock shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting issuable upon such exchange shall pay any transfer be deemed to have become, as of the Close of Business on the relevant Exchange Date that such Holder exchanged the Notes, the holder of record of such shares of Common Stock. (d) Upon the exchange of an interest in a Global Note, the Trustee (or other taxes required Exchange Agent appointed by reason the Company) shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of the any exchange to a Person of Notes effected through any Exchange Agent other than the registered holder of such Certificate or establish Trustee. (e) Notwithstanding anything to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by contrary in this Section 2.27.02, each Certificate Section 3.07(b) shall apply to any shares of Common Stock issued upon exchange of a Note (or a portion thereof). (f) If the Company has designated a Redemption Date as described under Section 5.01, a Holder that complies with the requirements for exchange as described in this Section 7.02 shall be deemed to have delivered a Notice of Tax Redemption Election. If a Holder’s Notes have been called for redemption, whether for an Optional Redemption under Section 5.01(a) or a Tax Redemption under Section 5.01(b), then such Holder may submit such Notes for exchange at any time after prior to the Effective Time Close of Business on the Merger to represent only third Business Day immediately preceding the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cashRedemption Date (or, if anythe Company fails to pay the Redemption Price on the Redemption Date, in lieu of a fractional share of EVI Common Stock into such later date on which the Company Shares theretofore represented pays the Redemption Price). (g) For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Company will publish the results of any Exchange Notice in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such Certificate shall have been converted pursuant to Section 2.1. The rules, post such Exchange Agent shall not be entitled to vote or exercise any rights Notice on the official website of ownership with respect to the EVI Common Luxembourg Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange at ▇▇▇.▇▇▇▇▇▇.▇▇.

Exchange Procedure. As soon as practicable after On or before the Effective Time of the Merger, the Exchange Agent ------------------ CFW shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI CFW and any wholly ------------ owned subsidiary of the Company or EVICFW, (i) 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 delivery of the Certificates to the Exchange Agent CFW and shall be in a form and have such other provisions as EVI CFW may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI CFW Common Stock and any cash in lieu of a fractional share of EVI CFW Common Stock. Upon Subject to Section 2.3, upon ----------- surrender of a Certificate for cancellation to the Exchange Agent CFW or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentCFW, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of EVI CFW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 ------- 2.1(c), and (ii) any cash payable in lieu of a fractional share of EVI CFW Common ------ Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI CFW Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of CFW and the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each ----------- Certificate shall be deemed at any time after as of the Effective Time of the Merger to represent only the right to receive, upon surrender of such CertificateCertificate in accordance with this Section 2.2((a)), the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Merger Consideration. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.----------------

Exchange Procedure. As soon as practicable after (a) Prior to the Effective Time Time, SPC shall appoint an agent reasonably acceptable to Acquiror (the “Paying Agent”) for the purpose of exchanging the SPC Certificates for a share of the MergerClosing Merger Payment, the interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable or distributable with respect to such shares pursuant to Section 2.10(a), (collectively, the “Exchange Agent Merger Consideration”). Prior to or at Closing, Acquiror shall (i) deliver to the account of the Paying Agent, by wire transfer of immediately available funds, the Closing Merger Payment, for the benefit of the holders of the SPC Certificates (excluding SPC Dissenting Holders) and (ii) assign to each Principal Stockholder LLC the membership interests in the related Principal Stockholder LLCs, such assignments to be effective as of the Effective Time. (b) Promptly on or before the Effective Time, the Paying Agent, as instructed by SPC, or SPC shall mail to each holder SPC Stockholder (excluding any shares of record of a certificate or certificates that immediately prior SPC Stock cancelled pursuant to the Effective Time of the Merger represented outstanding Company Shares Section 2.10(d): (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i1) a letter of transmittal (the “Letter of Transmittal”) (which shall will specify that delivery shall will be effected, and risk of loss and title to the SPC Certificates shall will pass, only upon delivery of the such SPC Certificates to the Exchange Paying Agent and shall will be in a such form as SPC and have such other provisions as EVI may reasonably specify) and Acquiror agree prior to Closing), and (ii2) instructions for use in effecting the surrender of the SPC Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or Merger Consideration with respect to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common SPC Stock are formerly represented thereby. (c) If any portion of the Exchange Merger Consideration is to be issued paid to a Person other than the Person in whose name the Certificate so surrendered is registeredholder of record of SPC Stock, it shall will be a condition of exchange to such payment that such Certificate shall the SPC Certificate(s) so surrendered will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the Person requesting such exchange shall payment will pay to the Paying Agent any transfer or other taxes required by reason as a result of the exchange such payment to a Person other than the registered holder of such Certificate SPC Certificate(s) or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax has been paid or is not payable. (d) Upon surrender of a SPC Certificate for cancellation to the Paying Agent, together with the Letter of Transmittal, duly executed, and such other documents as Acquiror or the Paying Agent reasonably requests, the holder of such SPC Certificate will be entitled to receive promptly in exchange therefor his share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and when and as paid his pro rata share of the Escrow Payments, and the SPC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 2.22.11, each SPC Certificate shall will be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of receive a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership Merger Consideration with respect to the EVI Common shares of SPC Stock held formerly represented thereby. (e) At or after the Effective Time, there will be no transfers on the stock transfer books of Surviving Corporation of the shares of SPC Stock that were outstanding immediately before the Effective Time. If, after the Effective Time, SPC Certificates are presented to the Surviving Corporation, they will be cancelled and exchanged in accordance with the procedures set forth in this Article II. (f) Any portion of the Closing Merger Payment delivered to the Paying Agent pursuant to this Section 2.11 that remains unclaimed by the former holders of SPC Stock eighteen (18) months after the Effective Time shall be returned to Acquiror, upon demand, and any such holder who has not exchanged his SPC Certificates for the Exchange Merger Consideration in accordance with this Section 2.11 prior to that time shall thereafter look only to Acquiror for payment of such consideration without any interest thereon. (g) None of Acquiror, SPC, the Surviving Corporation, the Paying Agent or any other Person will be liable to any former holder of shares of SPC Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) If any SPC Certificate is lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such SPC Certificate to be lost, stolen, or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as Acquiror may direct as indemnity against any claim that may be made against it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto to such SPC Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed SPC Certificate a share of the account of Persons entitled theretoExchange Merger Consideration, as provided in this Section 2.11, deliverable in respect thereof pursuant to this Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Parent shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary shares of the Company or EVICommon Stock (including holders of record pursuant to purchases made under the Company Purchase Plan immediately prior to the Effective Time pursuant to Section 5.4) (for convenience of reference, the certificates of the Company Common Stock are referred to as the "CERTIFICATES"), (i) a letter of transmittal (which shall be in customary form and 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 shall be in a form and have such other provisions as EVI may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, and the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of the Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account the provisions of this Agreement and all shares of the Company Common Stock then held of record by such holder, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(e) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of the Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, 7 12 shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(e) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(c) or 2.2(e).

Exchange Procedure. As soon as practicable after (a) At the Effective Time Time, holders of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number Cash Consideration and Note Consideration to which such holder of whole shares of EVI Company Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted is entitled pursuant to Section 2.1 2.6 above. It is specifically agreed and any cash payable in lieu understood by the parties that Stock Certificates are being held by the Shareholders' Lender but will be delivered by the Shareholders by no later than ten (10) days of a fractional share of EVI Common Stock, the Closing Date and the Certificate provisions of Section 2.7(a) are subject to this qualification. The Stock Certificates so surrendered shall forthwith be canceled. If No interest will accrue or be paid to the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 2.22.7, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Note Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) Except for any payments required pursuant to Sections 2.6(d) or (e), the Cash Consideration and Note Consideration delivered upon the surrender for exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.7, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. Exhibit 10.30 (d) Notwithstanding anything to the contrary in this Section 2.7, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Merger to represent only the right to receive, upon surrender of such CertificateCompany, the number officers and directors of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by and Acquisition Co. are fully authorized in the name of the respective corporations or otherwise to take, and will take, all such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall lawful and necessary action so long as such action is not be entitled to vote or exercise any rights of ownership inconsistent with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in any event no later than two (2) Business Days after the Mergerdate on which the Effective Time occurs), the Exchange Parent shall cause the Paying Agent shall to mail to each record holder of, as of record of a the Effective Time, (i) an outstanding certificate or certificates that which immediately prior to the Effective Time represented shares of the Merger represented outstanding Company Shares Common Stock (the "“Certificates"), other than ”) or (ii) non-certificated shares of Common Stock represented by book-entry (the Company, EVI and any wholly owned subsidiary of the Company or EVI, “Book-Entry Shares”): (iA) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to the any Certificates shall will pass, only upon delivery of the such Certificates to the Exchange Paying Agent and shall be (or effective affidavits of loss, theft or destruction in a form and have such other provisions as EVI may reasonably specifylieu thereof) or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiB) instructions for use in effecting the surrender of such Certificates or, in the Certificates in exchange for case of Book-Entry Shares, the certificates representing the EVI surrender of such shares of Common Stock and any cash in lieu for payment of a fractional share of EVI Common Stockthe Merger Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executedexecuted in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Exchange Paying Agent, the Parent shall cause the Paying Agent to pay from the Payment Fund to the holder of such a Certificate shall be entitled to receive or of Book-Entry Shares, or as otherwise directed in exchange therefor a certificate or certificates representing the number letter of whole shares transmittal, the Merger Consideration for each share of EVI Common Stock into which the Company Shares theretofore represented formerly evidenced by such Certificate shall have been converted pursuant to Section 2.1 or Book-Entry Share, and any cash such Certificate or Book-Entry Share will forthwith be cancelled. No interest will be paid or will accrue on the Merger Consideration payable in lieu respect of a fractional share of EVI Common Stock, and the any Certificate so surrendered shall forthwith be canceledor Book-Entry Share. If payment of the shares of EVI Common Stock are Merger Consideration is to be issued made to a Person other than the Person in whose name a surrendered Certificate or, in the Certificate so case of a Book-Entry Share, a surrendered share of Common Stock is registered, it shall will be a condition of exchange payment that such the Certificate shall or, in the case of a Book-Entry Share, the share of Common Stock so surrendered be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange shall pay any payment has paid all transfer or and other taxes Taxes required by reason of the exchange payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish or, in the case of a Book-Entry Share, the share of Common Stock surrendered and has established to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax has Taxes have been paid or is has established to the satisfaction of the Paying Agent that such Taxes are not applicable. Until surrendered as contemplated by this Section 2.2Prior to the Closing, each Certificate the Parent and the Company shall be deemed at any time after use their respective commercially reasonable efforts to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) such that, assuming the Effective Time occurs at the time of the Merger Closing, (x) if the Closing occurs at or prior to represent only 11:30 a.m., New York time, on the right Closing Date, the Paying Agent will transmit to receive, upon surrender of such Certificate, DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held of record by it from time DTC or such nominee immediately prior to time hereunderthe Effective Time multiplied by the Merger Consideration (such amount, except that it shall receive the “DTC Payment”), and hold all dividends (y) if the Closing occurs after 11:30 a.m., New York time, on the Closing Date, the Paying Agent will transmit to DTC or other distributions paid or distributed with respect thereto for its nominee on the account of Persons entitled theretofirst (1st) Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, The Bank of New York, as exchange agent (the “Exchange Agent”), for exchange in accordance with this Agreement, cash sufficient to pay the Aggregate Consolidation Consideration (excluding any Dissenting Shares). (b) As soon as practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) Bank Stock a letter of transmittal (which shall specify that delivery shall be effected, in substantially the form attached to this Agreement as Exhibit C and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates certificates representing Bank Stock in exchange for the certificates representing Per Share Consideration (the EVI Common Stock and any cash in lieu “Letter of a fractional share Transmittal”). (c) Each holder of EVI Common Bank Stock. Upon , upon surrender of a Certificate for cancellation the certificates therefor to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder accompanied by duly executed Letters of such Certificate Transmittal, shall be entitled to receive in exchange therefor a certificate or certificates check representing the number amount of whole Per Share Consideration which such holder has the right to receive hereunder. Each certificate representing shares of EVI Common Bank Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate shall certificate representing Bank Stock will be deemed at any time for all corporate purposes after the Effective Time of the Merger to represent only and evidence solely the right to receive, upon surrender of such Certificate, receive the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted Per Share Consideration to be paid therefor pursuant to Section 2.1this Agreement. The Notwithstanding the foregoing, neither the Exchange Agent nor any other party hereto shall not be entitled liable to vote any holder of certificates representing Bank Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or exercise any rights of ownership similar law. Except as required by law, no interest shall be payable with respect to the EVI Common Per Share Consideration or the cash payable for Dissenting Shares. If any shareholder of record of the Bank is unable to locate any certificate evidencing shares of Bank Stock held to be surrendered for exchange, the Exchange Agent shall deliver the applicable amount of the Per Share Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form acceptable to FBC. (d) FBC shall use its best efforts to cause the Exchange Agent to deliver the Per Share Consideration within five business days following the receipt by it from time to time hereunder, except that it shall receive the Exchange Agent of the certificates and hold all dividends or other distributions paid or distributed with respect thereto for the account duly executed Letters of Persons entitled theretoTransmittal.

Exchange Procedure. As soon After the Effective Time, certificates representing EUI-NV Common Stock or EUI-NV Preferred Stock will constitute "good delivery" in connection with sales through a broker, or otherwise, of shares of EUI-DE Common Stock or EUI-DE Preferred Stock, as practicable the case may be. At any time after the Effective Time Time, former stockholders of EUI-NV may, but are not required to, surrender their EUI-NV Common Stock and/or EUI-NV Preferred Stock certificates so that replacement certificates representing shares of EUI-DE Common Stock and/or Preferred Stock, as the Mergercase may be, may be issued in exchange therefor. In the Exchange Agent shall mail event that former stockholders of EUI-NV desire to each holder of record of a certificate exchange their EUI-NV Common Stock or EUI-NV Preferred Stock certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates")) for certificates of EUI-DE Common Stock or EUI-DE Preferred Stock certificates, other than as the Companycase may be, EVI and any wholly owned subsidiary a written request communicating such desire should be delivered, by mail or facsimile, to EUI-DE, Attention: General Counsel. Upon EUI-DE's receipt of the Company such request, EUI-DE shall cause to be mailed or EVI, otherwise delivered to such requesting stockholder (i) 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 delivery of the Certificates to EUI-DE (or such exchange agent as shall be designated thereby, hereinafter the "Exchange Agent Agent") and shall be in a form and have other such other provisions as EVI EUI-DE may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the appropriate certificates representing the EVI EUI-DE Common Stock and any cash in lieu of a fractional share of EVI Common Stockor EUI-DE Preferred Stock (the "New Certificates"). Upon surrender of a Certificate for cancellation to EUI-DE or the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by EUI-DE or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate therefor, and EUI-DE or certificates representing the number Exchange Agent shall deliver, the New Certificates for each share of whole shares of EVI Common Stock into which the Company Shares theretofore represented EUI-NV stock formerly evidenced by such Certificate, and such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith thereupon be canceled. If delivery of the shares of EVI Common Stock are New Certificates is to be issued made to a Person person other than the Person person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of EUI-NV, it shall be a condition of exchange delivery to the holder of a Certificate that such Certificate shall it be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange delivery shall pay any have paid all transfer or and other taxes required by reason of delivery of the exchange New Certificates to a Person person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of the Surviving Corporation EUI-DE that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon Section 3.1 Exchange of Shares of PKLB Common, Class A Preferred and Class B Preferred. (a) Prior to the Effective Time, MergerCo shall appoint a bank or trust company reasonably acceptable to the Company to act as practicable exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration to which holders of shares of PKLB Common, Class A Preferred and Class B Preferred shall be entitled at the Effective Time pursuant to Sections 2.2(a), 2.3(a) and 2.4(a). (b) Promptly after the Effective Time of the MergerTime, MergerCo shall cause the Exchange Agent shall to mail to to: (i) each record holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of PKLB Common (the Merger "Common Certificates"), (ii) each record holder of certificates that immediately prior to the Effective Time represented outstanding Company Shares shares of Class A Preferred (the "Class A Certificates"), and (iii) each record holder of certificates that immediately prior to the Effective Time represented shares of Class B Preferred (the "Class B Certificates", and, collectively with the Common Certificates and the Class A Certificates, the "Certificates"), other than the Company, EVI and any wholly owned subsidiary a form of the Company or EVI, (i) 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 shall be in a form and have such other provisions as EVI may reasonably specifyAgent. (c) and (ii) instructions for use in effecting To the surrender of the extent that Common Certificates in exchange for the certificates representing the EVI Common Stock and are delivered by any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation Shareholder to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder certificates registered in the name of the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by Common Certificates entitle him or her under the terms of this Agreement. Upon such delivery such Common Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. (d) To the extent that Class A Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder the Note registered in the name of such holder in the amount to which the Class A Certificates entitle such holder under this Agreement. Upon such delivery such Class A Certificate shall forthwith be canceled. (e) To the extent that Class B Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder the Class B Consideration to which the Class B Certificates entitle him or her under the terms of this Agreement. Upon such delivery such Class B Certificate shall forthwith be canceled. (f) From and after the Effective Time until surrendered in accordance with paragraphs (c), (d) and (e) above, each Certificate shall represent solely the right to receive the Merger Consideration relating thereto. Except for interest paid or accured on the Notes pursuant to the terms thereof, no interest or dividends shall be paid or accrued on the Merger Consideration. If the shares of EVI Common Stock are Merger Consideration (or any portion thereof) is to be issued delivered to a Person any person other than the Person person in whose name the Certificate so surrendered therefor is registered, it shall be a condition of exchange to the right to receive such Merger Consideration that such the Certificate shall so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting person surrendering such exchange Certificate shall pay to the Exchange Agent any transfer or other taxes required by reason of the exchange payment of the Merger Consideration to a Person person other than the registered holder of such the Certificate surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time . (g) Promptly following the date which is 180 days after the Effective Time Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, certificates representing Parent Common, Notes, Class B Consideration, surrendered Certificates and other documents in its possession relating to the Transactions, and the Exchange Agent's duties shall terminate. Thereafter, each holder of any Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration relating thereto without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of PKLB Common, Class A Preferred or Class B Preferred which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of PKLB Common, Class A Preferred or Class B Preferred are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (i) None of MergerCo, the Company or the Exchange Agent shall be liable to represent only any person in respect of any cash from the right Exchange Fund delivered to receivea public official in good faith pursuant to any applicable abandoned property, escheat or similar law. (j) If any Certificate shall have been lost, stolen or destroyed, upon surrender the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the provision of reasonable and customary indemnity against any claim that may be made against it with respect to such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable to such person pursuant to this Agreement. (k) No certificates or scrip representing fractional shares of Parent Common shall be issued in the Merger and no holder of any such fractional share interest shall be entitled to vote or exercise vote, to receive any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed declared on Parent Common, or to exercise any other rights as a shareholder of Parent with respect thereto to such fractional share interest. Each holder of PKLB Common or Class B Preferred who would otherwise be entitled to receive a fractional share of Parent Common in exchange for such holders' PKLB Common or Class B Preferred in the Merger shall be entitled, upon surrender of Certificates representing PKLB Common or Class B Preferred in accordance with this Section 3.1, to receive in lieu of ----------- such fractional share an amount in cash equal to the amount of such fraction multiplied by the average of the closing prices for Parent Common as reported by Nasdaq for the account ten (10) trading days ending on the last trading day immediately prior to the Effective Time. (l) The Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Persons entitled theretoshares of PKLB Common, Class A Preferred, or Class B Preferred such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of PKLB Common, Class A Preferred, or Class B Preferred with respect to which such deduction and withholding was made by the Surviving Corporation.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, ▇▇▇▇-▇▇▇▇ shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time of represented outstanding ▇▇▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇▇▇ Series A Preferred Shares whose shares were converted pursuant to Section 1.12 into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI ▇▇▇▇-▇▇▇▇ may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation▇▇▇▇-▇▇▇▇, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company ▇▇▇▇▇▇▇▇ Common Shares or ▇▇▇▇▇▇▇▇ Series A Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.12, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.16(d), and any cash cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.16(g), to be mailed within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of ▇▇▇▇▇▇▇▇ Common Stock are to Shares or ▇▇▇▇▇▇▇▇ Series A Preferred Shares which is not registered in the transfer records of ▇▇▇▇▇▇▇▇, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation ▇▇▇▇-▇▇▇▇ that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.16, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company ▇▇▇▇▇▇▇▇ Common Shares or ▇▇▇▇▇▇▇▇ Series A Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 1.12, and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 1.16(d). No interest will be paid or distributed with respect thereto for will accrue on the account Merger Consideration upon the surrender of Persons entitled theretoany Certificate or on any cash payable pursuant to Section 1.16(d) or Section 1.16(g).

Exchange Procedure. As soon as practicable after (a) At the Effective Time Closing and pursuant to the Letter of Transmittal, Parent shall deliver to the MergerStockholder Representative, the Exchange Agent shall mail to on behalf of each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares Common Stock (the "Stock Certificates"), other than the Company, EVI and any wholly owned subsidiary ) whose shares are being converted into a ratable portion of the Company or EVICash Consideration and Stock Consideration pursuant to Section 2.6 above, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI number of Parent Common Stock and any cash in lieu due to each Company Stockholder. Parent's delivery of a fractional share of EVI Common Stock. Upon certificates is conditioned upon each Company Stockholder's surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by the Surviving CorporationParent, duly endorsed in blank (or accompanied by duly executed stock powers), together with such letter a Letter of transmittal, Transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common . The Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate Certificates so surrendered shall forthwith be canceled. If No interest will accrue or be paid to the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until Effective Date, until surrendered as contemplated by this Section 2.22.9, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Stock Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) The Cash Consideration and Stock Consideration delivered under Section 2.6 and Section 2.7 in exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.9, provided that the presenting holder is listed on the Company's stockholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Cash Consideration and Stock Consideration as required pursuant to Section 2.6 and Section 2.7 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.9, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. (f) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Merger to represent only the right to receive, upon surrender of such CertificateCompany, the number officers and directors of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by and Acquisition Co. are fully authorized in the name of the respective corporations or otherwise to take, and will take, all such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall lawful and necessary action so long as such action is not be entitled to vote or exercise any rights of ownership inconsistent with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothis Agreement.

Exchange Procedure. (a) Promptly following the Closing Date, Univision will deposit (or cause to be deposited) with Bank of New York (the "Exchange Agent"), for the benefit of the holders of certificates (or other evidence of ownership) representing the shares of HBC Stock issued and outstanding as of the Effective Time (collectively "HBC Certificates"), certificates (or other evidence of ownership) representing the shares of Univision Stock ("Univision Certificates") to be issued in accordance with this ARTICLE I (the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall will mail to each holder of record of a certificate or certificates that HBC Stock immediately prior to before the Effective Time (excluding any shares of the Merger represented outstanding Company Shares HBC Stock cancelled pursuant to Section 1.8(c)): (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i1) a letter of transmittal (the "Letter of Transmittal") (which shall will specify that delivery shall will be effected, and risk of loss and title to the HBC Certificates shall will pass, only upon delivery of the such HBC Certificates to the Exchange Agent and shall will be in a such form and have such other provisions as EVI may reasonably specify) and Univision specifies), and (ii2) instructions for use in effecting the surrender of the HBC Certificates in exchange for the certificates representing Merger Consideration with respect to the EVI Common shares of HBC Stock formerly represented thereby. (c) If any portion of the Merger Consideration is to be paid to a Person other than the holder of record of HBC Stock, it will be a condition to such payment that the HBC Certificate(s) so surrendered will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the Person requesting such payment will pay to the Exchange Agent any cash in lieu taxes required as a result of such payment to a fractional share person other than the registered holder of EVI Common Stock. such HBC Certificate(s) or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) Upon surrender of a an HBC Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter the Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by Univision or the Exchange AgentAgent reasonably request, the holder of such HBC Certificate shall will be entitled to receive as promptly as practicable in exchange therefor a certificate or certificates Univision Certificate representing the that number of whole shares of EVI Common Stock into Univision Stock, if any, which such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stockthis ARTICLE I, and the HBC Certificate so surrendered shall forthwith will be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.21.9, each HBC Certificate shall will be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, receive the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership Merger Consideration with respect to the EVI Common shares of HBC Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoformerly represented thereby.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, and in any event no later than five business days thereafter, the Exchange Agent shall, and IOS shall use its reasonable efforts to cause the Exchange Agent to, mail to each holder of record of a certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (iright to receive Merger Consideration pursuant to SECTION 2.01,(i) 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 delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other provisions as EVI IOS may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing the that number of whole shares of EVI IOS Class A Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any SECTION 2.01,(y) a check representing the cash payable in lieu of a any fractional share of EVI IOS Class A Common StockStock to which such holder is entitled pursuant to SECTION 2.05 and (z) any dividends and other distributions pursuant to SECTION 2.02(c), subject to any withholding tax, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation IOS that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2SECTION 2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, a certificate evidencing the number of whole shares of EVI IOS Class A Common Stock and cashto which such holder is entitled pursuant to SECTION 2.01(c), if any, cash in lieu of a any fractional share shares of EVI IOS Class A Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise SECTION 2.05 and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive dividends and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons to which such holder is entitled theretopursuant to SECTION 2.02(c).

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Colonial shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding Cornerstone Common Shares (other than to holders of Cornerstone Common Shares who previously surrendered with their Form of Election their Certificates for Cornerstone Common Shares) whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Consideration pursuant to Section 1.6(a) and any wholly owned subsidiary of the Company or EVISection 1.8, (i) 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Colonial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration. To the EVI Common Stock and any cash in lieu extent not previously surrendered with a Form of a fractional share of EVI Common Stock. Upon Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationColonial, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.6(a) and any cash Section 1.8, together with cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.9(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Cornerstone Common Stock are to Shares which is not registered in the transfer records of Cornerstone, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes Taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Colonial that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.9, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.6 and Section 1.8, and any cash payable in lieu of fractional shares pursuant to Section 1.9(g). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.9(d) or Section 1.9(g). Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Colonial Common Shares or Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Cornerstone Common Shares such amounts as Colonial or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of federal, state, local or foreign Tax law. For this purpose, (x) any Colonial Common Stock held Shares deducted and withheld by it from time Colonial shall be valued at the last trading price of the Colonial Common Shares on the NYSE on the Effective Date of the Merger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunder, except that it shall receive the holder of Cornerstone Common Shares in respect of which such deduction and hold all dividends withholding was made by Colonial or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.