Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d).

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, Acquiror ------------------- but in no event later than five (5) business days following the Closing Date, Purchaser shall send or cause the Exchange Agent to mail be sent to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which Company Common Shares immediately prior to the Effective Time represented outstanding shares (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fTransmittal”) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall be as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in such form accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and have such other provisions as Acquiror may reasonably specify) compliance by any Holder with the procedures set forth therein and herein, (ii) instructions the issuance and delivery of certificates representing Merger Consideration for use Company Common Shares converted in effecting the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the Certificates effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for certificates transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing shares such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of Acquiror fractional Purchaser Common StockShares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to Section 1.6(f) and this Agreement, in each case, without any dividends or other distributions pursuant to Section 1.8(d)interest thereon. Upon surrender Notwithstanding the foregoing, none of Certificates for cancellation to Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such other agent or agents as Certificate (provided, that such bond requirement may be appointed waived by AcquirorPurchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), together with the Exchange Agent will issue in exchange for such letter of transmittallost, duly completed and validly executed stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the instructions theretoterms of this Agreement, the holders including requirements of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event later than 10 days after the Effective Time), Acquiror ------------------- shall cause the Exchange Agent to shall mail or personally deliver to each holder of record (as of the Effective Timeor his or her attorney-in-fact) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock Shares (the “Certificates”), whose shares Shares were converted into the right to receive shares of Acquiror Associated Common Stock pursuant to Section 1.6, 1.06 and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dFractional Shares (if any), (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 (or an affidavit of lost certificate in a form reasonably acceptable to the Exchange Agent and, if reasonably required by the Exchange Agent, the posting of a bond, in such amount as the Exchange Agent may require, as indemnity against any claim made against it with respect to such lost certificate) and shall be in such form and have such other provisions as Acquiror Associated may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Associated Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dFractional Shares (if any). Upon The foregoing letter of transmittal and instructions shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld. At the Effective Time and upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Associated Common Stock, payment Stock which such holder has the right and cash in lieu of fractional shares which Fractional Shares (if any), (after taking into account all Shares then held by such holders have the right to receive pursuant to Section 1.6(fholder) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates Certificate so surrendered shall forthwith be canceledcanceled and a certificate representing shares of Associated Common Stock and the cash in lieu of Fractional Shares (if any) shall be sent as promptly as practicable to such holder. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Associated Common Stock and the cash in lieu of Fractional Shares (if any) may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Agent shall make reasonable efforts to make available additional letters of transmittal and instructions to all such persons who become holders (or beneficial owners) of Company Common Stock. Certificates surrendered for exchange by any affiliate of the Company shall not be exchanged for certificates representing shares of Associated Common Stock and cash in lieu of Fractional Shares (if any) until Associated has received a written agreement from such person as provided in Section 4.04 hereof. Until so surrenderedsurrendered as contemplated by this Section 1.07, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon such surrender the certificate representing shares of Associated Common Stock and cash in lieu of the issuance of any fractional shares in accordance with Fractional Shares (if any) as contemplated by Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.07(e).

Exchange Procedures. Promptly (i) As soon as practicable after the Effective Time, Acquiror ------------------- but in no event more than two Business Days after the Closing Date, Parent shall cause instruct the Exchange Agent to mail or otherwise deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of a certificate or certificates (the "CERTIFICATES"), which that immediately prior to the Effective Time represented outstanding represents shares of Target Company Common Stock whose or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends the applicable Merger Consideration or other distributions pursuant to Section 1.8(d)Phantom Share Consideration at the Effective Time, (i1) a letter of transmittal (“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 or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such a customary form and have such other provisions as Acquiror agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may reasonably specifyvary in certain respects due to differences in the respective securities) and (ii2) instructions for use in effecting the surrender of the Certificates or, in exchange the case of Book-Entry Shares, the surrender of such shares, for certificates representing shares payment of Acquiror Common Stock, cash the applicable Merger Consideration or Phantom Share Consideration set forth in lieu of any fractional shares pursuant to Section 1.6(f3.1 or 3.2(a). (ii) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent of a Certificate or to such other agent or agents as may be appointed by AcquirorBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the holders Exchange Agent, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor certificates representing (A) the number applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions of whole this Article III (which shares of Acquiror Parent Common Stock, payment Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares which of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such holders shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f3.3(h) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d3.3(g).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f“Certificates”) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal reasonably acceptable to the Company (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 such form reasonable and have such other provisions as Acquiror may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c).

Exchange Procedures. Promptly (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of CBTC Common Stock (“Old Certificates”) and holders of non-certificated shares of CBTC Common Stock (“Book-Entry Shares”), for exchange in accordance with this Article IV, (i) non-certificated shares of United Common Stock (collectively, “United Book-Entry Shares”) and (ii) an amount of cash necessary for payments required by Section 4.03 (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time, Acquiror ------------------- shall cause and in no event later than five (5) business days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate one or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends more Old Certificates or other distributions pursuant to Section 1.8(d), (i) Book-Entry Shares a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates or Book-Entry Shares shall pass, only upon delivery of the Old Certificates or Book-Entry Shares to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for certificates United Book-Entry Shares, if any, that the holders of the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article IV, and any cash in lieu of fractional shares into which the shares of CBTC Common Stock represented by the Old Certificates or Book-Entry Shares shall have been converted pursuant to this Agreement. Upon proper surrender of an Old Certificate or Book-Entry Shares for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (i) United Book-Entry Shares representing that number of whole shares of United Common Stock that such holder has the right to receive pursuant to Article IV, if any, and (ii) a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of this Article IV, and the Old Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. (c) If any Old Certificates or Book-Entry Shares representing CBTC Common Stock have been lost, mutilated, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificates or Book-Entry Shares to be lost, stolen, mutilated, destroyed or are otherwise missing, and, if requested by the Exchange Agent, the posting by such Person of a bond in such amount as the Exchange Agent reasonably directs as indemnity against any claim that may be made against it or United with respect to such Old Certificate or Book-Entry Shares, the Exchange Agent shall issue in exchange for such lost, mutilated, stolen, or destroyed Old Certificate or Book-Entry Shares the Merger Consideration as provided for in this Section 4.04. Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of CBTC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares representing shares of Acquiror CBTC Common StockStock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive United Book-Entry Shares in exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates or Book-Entry Shares. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of CBTC on the business day after the one-year anniversary of the Effective Date shall be paid to United. Any shareholders of CBTC who have not theretofore complied with this Article IV shall thereafter look only to United for payment of the Merger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of CBTC Common Stock such shareholder holds as determined pursuant to Section 1.6(f) and this Agreement, in each case, without any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)interest thereon.

Exchange Procedures. Promptly No later than promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Target Common Company Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.62.6(b), cash in lieu of any fractional shares pursuant to Section 1.6(f2.6(g) and any dividends or other distributions pursuant to Section 1.8(d2.8(b), (i) a letter of transmittal in customary form (which shall specify that delivery include a joinder provision pursuant to which the signatory thereto shall agree to be effected, and risk of loss and title to bound by the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be provisions set forth in such form and have such other provisions as Acquiror may reasonably specifyARTICLE 9 hereof) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, Parent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent (including any required Form W-9 or Form W-8), the holders of such Certificates shall be entitled to receive in exchange therefor (x) certificates representing the number of whole shares of Acquiror Parent Common StockStock (after aggregating all Certificates surrendered by such holder) into which such holder is entitled pursuant to Section 2.6(b), payment less the number of shares of Parent Common Stock to be deposited in the Escrow Account pursuant to Section 2.9, (y) a check in the amount of dollars in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f2.6(g) and (z) any dividends or distributions payable pursuant to Section 1.8(d2.8(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and only the right to receive upon surrender thereof the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.6(b), an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.6(g) and any dividends or distributions payable pursuant to Section 1.8(d2.8(b). No interest will be paid or accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of 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 and cash payable in lieu of fractional shares may be issued to a transferee if the Certificate representing such shares of Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly (a) Appropriate transmittal materials ("Letter of Transmittal") shall be mailed as soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to mail and in no event later than 5 business days thereafter, to each holder of record (of JSB Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of JSB Common Stock to be converted thereby. (b) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to At and after the Effective Time represented outstanding Time, each certificate ("JSB Certificate") previously representing shares of Target JSB Common Stock whose shares were converted into (except as specifically set forth in Section 1.2) shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, NFB shall deposit, or shall cause to be deposited, with such bank or trust company that is selected by NFB and is reasonably acceptable to JSB to act as exchange agent ("Exchange Agent"), for the benefit of the holders of shares of Acquiror JSB Common Stock pursuant Stock, for exchange in accordance with this Section 1.3, an estimated amount of cash sufficient to Section 1.6, pay the aggregate amount of cash in lieu of any fractional shares to be paid pursuant to Section 1.6(f1.2, and NFB shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of NFB Common Stock to provide for payment of the Merger Consideration. (d) and any dividends or other distributions pursuant to Section 1.8(d), The Letter of Transmittal shall (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the JSB Certificates shall pass, only upon delivery of the JSB Certificates to the Exchange Agent and shall Agent, (ii) be in such a form and have such contain any other provisions as Acquiror NFB may reasonably specify) determine and (iiiii) include instructions for use in effecting the surrender of the JSB Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon the proper surrender of the JSB Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such JSB Certificates shall be entitled to receive in exchange therefor certificates (m) a certificate representing the that number of whole shares of Acquiror NFB Common Stock, payment in lieu of fractional shares which Stock that such holders have holder has the right to receive pursuant to Section 1.6(f1.2 and (n) a check in the amount equal to the cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 1.2 and any dividends or other distributions payable to which such holder is entitled pursuant to this Section 1.8(d), and the 1.3. JSB Certificates so surrendered shall forthwith be canceled. Until so surrenderedAs soon as practicable, outstanding but no later than 10 business days following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute NFB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of NFB 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 to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of JSB Common Stock not registered in the transfer records of JSB, the Merger Consideration shall be issued to the transferee thereof if the JSB Certificates will representing such JSB Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of NFB and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to NFB Common Stock shall be deemed from remitted to any person entitled to receive shares of NFB Common Stock hereunder until such person surrenders his or her JSB Certificates in accordance with this Section 1.3. Upon the surrender of such person's JSB Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of NFB Common Stock represented by such person's JSB Certificates. (f) From and after the Effective Time there shall be no transfers on the stock transfer records of JSB of any shares of JSB Common Stock. If, after the Effective Time, JSB Certificates are presented to NFB, they shall be canceled and exchanged for all corporate purposesthe Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.3. (g) Any portion of the aggregate amount of cash to be paid in lieu of fractional shares pursuant to Section 1.2, any dividends or other distributions to be paid pursuant to this Section 1.3 or any proceeds from any investments thereof that remain unclaimed by the stockholders of JSB for six months after the Effective Time shall be repaid by the Exchange Agent to NFB upon the written request of NFB. After such request is made, any stockholders of JSB who have not theretofore complied with this Section 1.3 shall look only to NFB for the Merger Consideration deliverable in respect of each share of JSB Common Stock such stockholder holds, as determined pursuant to Section 1.2 of this Agreement, without any interest thereon. If outstanding JSB Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to evidence the extent permitted by any abandoned property, escheat or other applicable laws, become the property of NFB (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of NFB, NFB Bank, the Exchange Agent or any other person shall be liable to any former holder of JSB Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) NFB and the Exchange Agent shall be entitled to rely upon JSB's stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any JSB Certificate, NFB and the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any JSB Certificate shall have been so converted and lost, stolen or destroyed, upon the right making of an affidavit of that fact by the person claiming such JSB Certificate to receive an be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such JSB Certificate, the Exchange Agent will issue in cash exchange for such lost, stolen or destroyed JSB Certificate the Merger Consideration deliverable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable respect thereof pursuant to Section 1.8(d)1.2.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target the Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.61.06(a), cash in lieu of any fractional shares pursuant to Section 1.6(f1.06(d) and any dividends or other distributions pursuant to Section 1.8(d1.07(d), (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 such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common StockStock pursuant to Section 1.06(a), cash in lieu of any fractional shares pursuant to Section 1.6(f1.06(d) and any dividends or other distributions pursuant to Section 1.8(d1.07(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock pursuant to Section 1.06(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.06(d) and any dividends or distributions payable pursuant to Section 1.8(d1.07(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.07(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target the Company Common Stock shall have been so converted and pursuant to Section 1.06(a), the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.06(d) and any dividends or distributions payable pursuant to Section 1.8(d1.07(d).

Exchange Procedures. Promptly after (a) At or prior to the Effective Time, Acquiror ------------------- NBC shall deposit, or shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates be deposited, with SunTrust Bank, Atlanta (the "CERTIFICATESExchange Agent"), for the benefit of the holders of certificates of FFBS Common Stock for exchange in accordance with this Article I, certificates representing the shares of NBC Common Stock and an estimated amount of cash to be paid in lieu of fractional shares to be paid pursuant to this Article I in exchange for outstanding shares of FFBS Common Stock. (b) Holders of record of certificates which immediately prior to the Effective Time represented outstanding shares of Target FFBS Common Stock whose shares were converted into (the right "Certificates") shall be instructed to receive shares of Acquiror Common Stock tender such Certificates to the Exchange Agent pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which that NBC shall deliver or cause to be delivered to such holders as promptly as practicable following the Effective Time. Such letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon delivery of the such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specifyAgent. (c) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant Subject to Section 1.6(f1.6, after the Effective Time, each holder of a Certificate(s) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation that surrenders such Certificate(s) to the Exchange Agent or to such other agent or agents as may be appointed Agent, will, upon acceptance thereof by Acquirorthe Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor (x) a certificate or certificates representing the number of whole shares of Acquiror NBC Common StockStock into which the shares represented by the Certificate(s) so surrendered (aggregating all Certificates surrendered by such holder) shall have been converted pursuant to this Agreement and (y) a check representing the amount of any cash in lieu of fractional shares, if any, and dividends and distributions, if any, which such holder has the right to receive hereunder with respect to the Certificate(s) so surrendered, in each case after giving effect to any required withholding tax. (d) The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as NBC or the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be appropriately endorsed or accompanied by such instruments of transfer as the Exchange Agent may reasonably require. (e) All shares of NBC Common Stock issued upon surrender of Certificates in accordance with the terms hereof (including any cash paid pursuant to this Article I) shall be deemed to have been in full satisfaction of all rights pertaining to such shares of FFBS Common Stock represented thereby. After the Effective Time, holders of Certificates shall cease to have rights with respect to the shares previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the consideration provided for in this Agreement. (f) After the Effective Time, there shall be no further transfer on the records of FFBS of Certificates, and if such Certificates are presented to FFBS for transfer, they shall be canceled against delivery of the consideration provided therefor in this Agreement. NBC shall not be obligated to deliver the consideration to which any former holder of FFBS Common Stock is entitled as a result of the Parent Merger until such holder surrenders the Certificates as provided herein. Certificates surrendered for exchange by any person constituting an "affiliate" of FFBS for purposes of Rule 145 of the Securities Act, shall not be exchanged for certificates representing NBC Common Stock until NBC has received a written agreement from such person in the form attached hereto as Exhibit 1.5(f). Neither the Exchange Agent nor any party to this Agreement nor any Affiliate thereof shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NBC and the Exchange Agent shall be entitled to rely upon the stock transfer books of FFBS to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, NBC and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (g) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to NBC Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares which shall be paid to any such holders have holder, until the right holder shall surrender such Certificate as provided in this Section 1.5. Subject to receive pursuant the effect of applicable laws, following surrender of any such Certificate, there shall be paid to Section 1.6(fthe holder of the certificates representing whole shares of NBC Common Stock issued in exchange therefor, without interest, (i) and any at the time of such surrender, the amount of dividends or other distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and with a record date on or after the Effective Time, for all corporate purposes, Time theretofore payable with respect to evidence the ownership of the number of full such whole shares of Acquiror NBC Common Stock into and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Target NBC Common Stock shall have been so converted and Stock, less the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)withholding taxes which may be required thereon.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal in customary form (which that 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 such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause but in any event within five (5) Business Days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective TimeCertificate(s) of a certificate or certificates (the "CERTIFICATES")Book-Entry Shares which, which immediately prior to the Effective Time Time, represented outstanding shares of Target Company Common Stock Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.61.4 or Section 1.5 (“Exchanged Shares”), along with, in each case, any cash in lieu of any fractional shares pursuant of Parent Common Stock to Section 1.6(f) and any dividends be issued or other distributions pursuant to Section 1.8(d)paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) or Book-Entry Shares to the Exchange Agent and shall be substantially in such form and have such other provisions as Acquiror may reasonably specifyshall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right of Parent Common Stock to receive pursuant to Section 1.6(f) be issued or paid in consideration therefor and any dividends or distributions payable to which such holder is entitled pursuant to Section 1.8(d2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Certificates so surrendered shall forthwith be canceledExchanged Shares represented by its Certificate(s) or Book-Entry Shares. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate or Book-Entry Share shall represent after the Effective Time, for all corporate purposes, only the right to evidence receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the number stock transfer records of full the Company, the shares of Acquiror Parent Common Stock into which plus any cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company and the parties shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Target Company Common Stock are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall have been so converted be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the right owner thereof to receive an amount in cash in vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in accordance with Section 1.6(fdecimal form) and any dividends or distributions payable of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.8(d)1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock be exchanged pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Acquiror Parent Common Stock, Stock and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(fSections 1.6 and 1.9, after giving effect to any required Tax (as defined herein) and any dividends or distributions payable pursuant to Section 1.8(d)withholdings, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after At any time following the first anniversary of the Effective Time, for all corporate purposesor any number of shares of Parent Common Stock (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.10(b), which remain undistributed to evidence the ownership holders of the number of full Certificates representing shares of Acquiror Company Common Stock into which Stock, shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Target Company Common Stock shall have been so converted and be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the right to receive an amount in cash in lieu shares of the issuance Parent Common Stock for payment upon due surrender of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)their Certificates.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (as other than holders of the Effective Time) of a certificate or certificates (the "CERTIFICATES"Excluded Shares), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Acquiror Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Acquiror Parent Common Stock, Stock and (B) any unpaid dividends and other distributions and cash in lieu of any fractional shares pursuant shares. Subject to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d4.2(g). Upon , upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Acquiror Parent Common StockStock that such holder is entitled to receive pursuant to this Article IV, payment (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares which plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)the provisions of this Article IV, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and after any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Effective TimeCertificate formerly representing such Shares is presented to the Exchange Agent, for accompanied by all corporate purposes, documents required to evidence the ownership of the number of full and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Acquiror Parent Common Stock into is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such shares of Target Common Stock exchange that the Person (as defined below) requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Parent Common Stock in accordance with Section 1.6(f) and any dividends a name other than that of the registered holder of the Certificate surrendered, or distributions payable pursuant shall establish to Section 1.8(d)the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (of Shares as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates Shares to the Exchange Agent and which shall be in such form and have such other provisions as Acquiror may substance reasonably specifysatisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing whole shares of Acquiror Parent Common StockStock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 1.6(f2.1(d) and any dividends or other distributions payable pursuant to Section 1.8(d2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent or Parent, the holder of such Certificates Shares shall be entitled to receive in exchange therefor certificates representing the that number of whole shares of Acquiror Parent Common StockStock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holders have the right holder is entitled to receive pursuant to Section 1.6(f2.1(d) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c), and the Certificates Shares so surrendered shall forthwith be canceledcancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), outstanding Certificates will each Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) Merger Consideration (and any dividends amounts to be paid pursuant to Section 2.1(d) or distributions Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 1.8(d2.1(d) or Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, but no later than five (5) Business Days after the Effective Date, Acquiror ------------------- shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Common Stock Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)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 receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of whole shares of Acquiror Common Stock, Stock and payment of cash in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f) 1.6 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d1.7(c), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Target Common Stock which is not registered in the transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash in respect of fractional shares may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full right to receive shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)1.6.

Exchange Procedures. (i) Promptly after the Effective TimeTime (and in any event within five Business Days thereafter), Acquiror ------------------- the Surviving Company shall cause the Exchange Agent to mail to each holder of record (as of Eligible Shares that are evidenced by a Company Certificate notice advising such holders of the Effective Timeeffectiveness of the Merger, including (A) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu of Company Certificates, as provided in Section 2.7) to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) (the “Letter of Transmittal”), and (iiB) instructions for use surrendering Company Certificates (or affidavits of loss in effecting lieu of Company Certificates, as provided in Section 2.7) to the surrender of the Certificates Exchange Agent in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. Payment of the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor and any dividends or other distributions, in each case to which such holders are entitled pursuant to the terms of this Agreement with respect to Company Book-Entry Shares shall be made promptly following the Effective Time without any action on the part of the person in whose name such Company Book-Entry Shares are registered. (ii) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to Company Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent. (iii) In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records of the Company, the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 1.6(f2.1(a), together with an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after deducting any required Tax withholdings as provided in Section 2.2(h)) of cash in lieu of fractional shares to be paid upon due surrender of the Company Certificate pursuant to Section 2.2(e) and any dividends or other distributions pursuant in respect thereof in accordance with Section 2.2(c) or Section 5.10(c), may be issued or paid to Section 1.8(d). Upon surrender of Certificates for cancellation such a transferee if the Company Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer and other similar Taxes have been paid, in each case, in form and substance reasonably satisfactory to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter and the Surviving Company. Payment of transmittal, duly completed the Merger Consideration (and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment any cash in lieu of fractional shares which or dividends or other distributions payable thereon) with respect to Company Book-Entry Shares shall only be made to the Person in whose name such holders have Company Book-Entry Shares are registered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 2.2(b), each Company Certificate and Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive pursuant to Section 1.6(f) and the Merger Consideration in accordance with this Article II, including any dividends or distributions amount payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) 2.2(e), and any dividends or other distributions payable pursuant to in accordance with Section 1.8(d2.2(c) or Section 5.10(c), in each case without interest.

Exchange Procedures. Promptly after the Effective Time, but no later than five Business Days after the Effective Date, Acquiror ------------------- shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Common Stock Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock the Per Share Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)1.7, (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 receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash and certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of whole shares of Acquiror Common Stock, Stock and payment in lieu of fractional shares which cash that such holders have holder has the right to receive pursuant to Section 1.6(f) 1.6 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d1.7(c), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Target Common Stock which is not registered in the transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full right to receive shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock and Company Preferred Stock, as well as to all Company optionholders, warrantholders and noteholders, as applicable, whose shares shares, options, warrants and notes were converted into the right to receive shares of Acquiror Parent Common Stock and options and warrants to purchase Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)1.4, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, the option agreements and/or the warrant agreements shall pass, only upon delivery receipt of the Certificates to Certificates, the Company option agreements and/or the Company warrant agreements by the Exchange Agent Agent, and shall be in such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, the Company option agreements and/or the Company warrant agreements in exchange for certificates or agreements (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Acquiror Parent Common Stock and options and warrants to purchase shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate, an option agreement and/or a warrant agreement for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate, Company option agreement and/or Company warrant agreement shall be entitled to receive in exchange therefor certificates a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Acquiror Parent Common Stock and/or options and/or warrants to purchase shares of Parent Common Stock, payment and the amount in cash in lieu of any fractional shares of Parent Common Stock, if any, which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)1.4, and the Certificates Certificate, Company option agreement and/or Company warrant agreement so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock and Company Preferred Stock and each option and warrant to purchase shares of Company Common Stock and/or Company Preferred Stock, will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends with respect to the capital stock, to evidence (i) the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock and Company Preferred Stock shall have been so converted converted, (ii) the ownership of the number of options and warrants to purchase shares of Parent Common Stock into which such Company options and warrants shall have been so converted, and (iii) the right to receive an the amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, if any, in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)1.4.

Exchange Procedures. (A) As of the Effective Time, CoreStates shall, or shall cause to be deposited, with First Chicago Trust Company of New York (or another bank selected by CoreStates and reasonably acceptable to Meridian) (the "Exchange Agent"), for the benefit of the holders of shares of Meridian Common Stock, for exchange in accordance with Sections 2.01 and 2.03, certificates representing the shares of CoreStates Common Stock and the cash in lieu of fractional shares (such cash and certificates for shares of CoreStates Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") to be issued in exchange for outstanding shares of Meridian Common Stock. (B) Promptly after the Effective Time, Acquiror ------------------- CoreStates shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding previously representing shares of Target Meridian Common Stock whose shares were converted into (each a "Certificate") the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), following: (i) a letter of transmittal (which shall specify specifying 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 Agent, which shall be in such a form and have such contain any other provisions as Acquiror may reasonably specify) are mutually agreeable to CoreStates and Meridian; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror CoreStates Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)shares. Upon the proper surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such a properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Acquiror CoreStates Common Stock, payment Stock and (y) a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, which such holders have holder has the right to receive in respect of the Certificate surrendered pursuant to Section 1.6(f) the provisions of Sections 2.01 and any dividends or distributions payable pursuant to Section 1.8(d)2.03, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. In the event of a transfer of ownership of any shares of Meridian Common Stock not registered in the transfer records of Meridian, a certificate representing the proper number of shares of CoreStates Common Stock, together with a check for the cash to be paid in lieu of fractional shares, may be issued to the transferee if the Certificate representing such Meridian Common Stock is presented to the Exchange Agent, accompanied by documents sufficient (1) to evidence and effect such transfer and (2) to evidence that all applicable stock transfer taxes have been paid. (C) Whenever a dividend or other distribution is declared by CoreStates on the CoreStates Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Plan; provided that after the 30th day following the Effective Date no dividend or other distribution declared or made on the CoreStates Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of CoreStates Common Stock represented thereby until the holder of such Certificate shall duly surrender such Certificate in accordance with this Section 2.04. Following such surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of CoreStates Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions having a record date after the Effective Time theretofore payable with respect to such whole shares of CoreStates Common Stock and not yet paid and (ii) at the appropriate payment date, the amount of dividends or other distributions having (x) a record date after the Effective Time but prior to surrender and (y) a payment date subsequent to surrender payable with respect to such whole shares of CoreStates Common Stock. (D) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any CoreStates Common Stock) that remains unclaimed by the shareholders of Meridian for all corporate purposessix months after the Effective Time shall be repaid to CoreStates. Any shareholders of Meridian who have not theretofore complied with this Section 2.04 shall thereafter look only to CoreStates for payment of their shares of CoreStates Common Stock, cash in lieu of fractional shares and any unpaid dividends and distributions on the CoreStates Common Stock deliverable in respect of each share of Meridian Common Stock such shareholder holds as determined pursuant to this Plan, in each case, without any interest thereon. If outstanding certificates for shares of the Meridian Common Stock are not surrendered or the payment for them not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to evidence the ownership extent permitted by abandoned property and any other applicable law, become the property of CoreStates (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of CoreStates, the Exchange Agent or any other person shall be liable to any former holder of the Meridian Common Stock for any amount delivered to a public body or official pursuant to applicable abandoned property, escheat or similar laws. (E) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by CoreStates, the posting by such person of a bond in such amount as CoreStates may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of CoreStates Common Stock and cash in lieu of fractional shares (and unpaid dividends and distributions thereon) deliverable in respect thereof pursuant to this Plan. (F) Notwithstanding anything in this Plan to the contrary, for a period of 90 days after the Effective Date holders of Certificates shall be entitled to vote the number of full whole shares of Acquiror CoreStates Common Stock into which their Meridian Common Stock was converted in the Merger as holders of such shares of Target CoreStates Common Stock notwithstanding that such Certificates shall not have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)exchanged.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCompany Certificates"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three Business Days after the later to Section 1.8(d), occur of the Effective Time and receipt by Parent of a complete list from the Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Acquiror Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Acquiror Common Stock, Parent Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dshares). Upon surrender of Certificates a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Acquiror Parent Common Stock, Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.8(d)the provisions of this Article III.

Exchange Procedures. Promptly after the Effective Time, Acquiror Parent ------------------- shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal in customary form (which that 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 such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (and in any event no more than three Business Days) after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES")certificates, which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f“Certificates”) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Acquiror Company Common StockStock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a Certificate representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c), and the Certificates so surrendered shall forthwith be canceled. Until so surrenderedin each case, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of without any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)interest thereon.

Exchange Procedures. Promptly As promptly as reasonably practicable (and in any event no more than ten (10) Business Days) after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f“Certificates”) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Acquiror Company Common StockStock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or shall accrue on any Cash Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c), and the Certificates so surrendered shall forthwith be canceled. Until so surrenderedin each case, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of without any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)interest thereon.

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parametric shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Computervision Common Stock whose shares were converted into the right to receive shares of Acquiror Parametric Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.6(e) or 1.7(d), (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 such form and have such other provisions as Acquiror Parametric may reasonably specify) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing shares of Acquiror Parametric Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.6(e) or 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParametric, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Acquiror Parametric Common Stock, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.6(e) or 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.6(e) or 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Acquiror Parametric Common Stock into which such shares of Target Computervision Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.6(e) or 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares which were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal in customary form (which that 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 which letter shall be in such form and have such other provisions as Acquiror may reasonably specify) acceptable to the Company), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common Stock, Stock into which their shares of Company Common Stock were converted at the Effective Time (and any payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d)), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full whole shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted (and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d)). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, Acquiror ------------------- HoldCo shall cause the Exchange Agent to mail be mailed to (x) each holder of record (holder, as of the Effective Time, of shares of UGC Common Stock as to which a Deemed Stock Election is made (each holder a “Deemed Stock Election Holder”) and (y) each record holder, as of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Time, of shares of Target Common LMI Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6(such holders, cash in lieu of any fractional shares pursuant to Section 1.6(f) “Former LMI Holders” and any dividends or other distributions pursuant to Section 1.8(dsuch shares, “Former LMI Shares”), ): (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such shares of UGC Common Stock to which a Deemed Stock Election is made or Former LMI Shares, as the case may be, shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be or, in such form and have such other provisions as Acquiror may reasonably specifythe 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 the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration therefor. Such letter of transmittal shall be in such form and have such other reasonable provisions as HoldCo may specify. (ii) (x) Each former stockholder of UGC who properly made a Cash Election or Stock Election shall be entitled to receive in exchange for certificates representing such stockholder’s shares subject to the Cash Election or Stock Election: (A) the number of whole shares of Acquiror Common HoldCo Series A Stock, if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to (I) the aggregate amount of cash (including the Cash Consideration plus cash in lieu of any fractional interests in shares of HoldCo Series A Stock to be paid pursuant to Section 1.6(f3.5(d)), if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, plus (II) and any cash dividends or other distributions that such holder has the right to receive pursuant to Section 1.8(d3.5(c). Upon ; and (y) upon surrender of Certificates for cancellation by a Deemed Stock Election Holder to the Exchange Agent of a Certificate or to such other agent or agents Book-Entry Shares, as may be appointed by Acquirorapplicable, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of and such Certificates other documents as may be required pursuant to such instructions, each Deemed Stock Election Holder shall be entitled to receive in exchange therefor certificates representing therefor: (A) the number of whole shares of Acquiror Common HoldCo Series A Stock, payment if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to (I) the amount of cash in lieu of fractional interests in shares of HoldCo Series A Stock to be paid pursuant to Section 3.5(d), if any, into which such holders have holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, plus (II) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 1.6(f3.5(c). (iii) Upon surrender by a Former LMI Holder to the Exchange Agent of a Certificate or Book-Entry Shares, as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, each Former LMI Holder shall be entitled to receive in exchange therefor: (A) the number of whole shares of HoldCo Stock into which such holder’s shares of LMI Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any dividends or distributions payable required withholdings pursuant to Section 1.8(d3.5(g)) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.5(c). (iv) If payment or issuance of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, and it shall be a condition of payment or issuance that the Certificates Certificate so surrendered shall forthwith be canceledproperly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment or issuance shall have paid to the Exchange Agent any transfer and other taxes required by reason of the payment or issuance of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the shares of UGC Common Stock or LMI Stock, as the case may be, represented by the Certificate pursuant to this Article III. (v) No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. Until so surrenderedsurrendered as contemplated hereby, outstanding Certificates will be deemed from and each Certificate or Book-Entry Share shall, after the Effective Time, represent for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and purposes only the right to receive an amount in upon such surrender the applicable Merger Consideration as contemplated by this Article III, the issuance or payment of which (including any cash in lieu of fractional shares) shall be deemed to be the issuance satisfaction in full of any fractional all rights pertaining to shares of UGC Common Stock converted in the UGC Merger and shares of LMI Stock converted in the LMI Merger. (vi) At the Effective Time, the stock transfer books of UGC and LMI shall be closed, and thereafter there shall be no further registration of transfers of shares of UGC Common Stock or LMI Stock, respectively, that were outstanding prior to the Effective Time. After the Effective Time, Certificates or Book-Entry Shares presented to UGC or LMI for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)the procedures set forth, in this Article III.

Exchange Procedures. Promptly after (a) On or prior to the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II or evidence of shares in book entry form (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent cash equal to the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (that cash and New Certificates, being referred to as the “Exchange Fund”). (b) As promptly as practicable, but in any event no later than five (5) Business Days following the Effective Time, Acquiror ------------------- shall cause and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations, the Exchange Agent shall mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "CERTIFICATES")Certificates who has not previously surrendered their Certificate of Certificates, which immediately prior to the Effective Time represented outstanding shares a form of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash the Merger Consideration as provided for in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)this Agreement. Upon proper surrender of Certificates a Certificate for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates the Certificate shall be entitled to receive in exchange therefor certificates exchange, as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock to which the former holder of Company Common Stock shall have become entitled pursuant to this Agreement, and/or (ii) a check representing the number amount of whole cash (if any) payable in lieu of a fractional share of Buyer Common Stock which the former holder has the right to receive in respect of the Certificate surrendered pursuant to this Agreement, and the Certificate so surrendered shall be cancelled. Until surrendered as contemplated by this Section 2.05(b), each Certificate (other than Certificates representing shares described in Section 2.01(c)) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Merger Consideration as provided for in this Agreement and any unpaid dividends and distributions as provided in paragraph (c) of Acquiror this Section 2.05 and any unpaid dividend with respect to the Company Common Stock, payment Stock with a record date that is prior to the Effective Time. No interest shall be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery which such holders have shall be reasonably acceptable to Company. (c) No dividends or other distributions with a record date after the right Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder shall surrender his or her Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, the record holder shall be entitled to receive pursuant to Section 1.6(f) and any dividends or other distributions, without any interest, which had become payable with respect to shares of Buyer Common Stock represented by the Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions payable with respect to them) or cash from the Exchange Fund delivered, as required by Law, to a public official pursuant to any applicable abandoned property, escheat, or similar Law. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 1.8(d2.05, or an appropriate affidavit of loss and indemnity agreement and a bond in such amount as shall be required in each case by Buyer (but not more than the amount required under Buyer’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange is registered, and it shall be a condition of the Certificates issuance that the Certificate so surrendered shall forthwith be canceled. Until so surrenderedproperly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, outstanding Certificates will be deemed from and that the Person requesting the exchange pay to the Exchange Agent any transfer or other recordation Tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that any Tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Company for twelve (12) months after the Effective Time, for all corporate purposes, to evidence the ownership Time (as well as any interest or proceeds from any investment of the number Exchange Fund) shall be delivered by the Exchange Agent to Buyer. Any stockholders of full Company who have not complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each share of Company Common Stock the stockholder holds as determined pursuant to this Agreement, in each case without any interest. If outstanding Certificates for shares of Acquiror Company Common Stock into are not surrendered or the payment for them is not claimed prior to the date on which such shares of Target Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of Buyer (and to the extent not in its possession shall have been so converted be delivered to it), free and clear of all claims or interest of any Person previously entitled to the property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Buyer and the right Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive an amount the Merger Consideration specified in cash in lieu this Agreement, which books shall be deemed conclusive. In the event of the issuance a dispute with respect to ownership of any fractional shares in accordance of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to tender to the custody of any court of competent jurisdiction any Merger Consideration represented by the Certificate and file legal proceedings interpleading all parties to such dispute, and will thereafter be relieved with Section 1.6(frespect to any claims. (f) Buyer (through the Exchange Agent, if applicable) and any dividends or distributions other applicable withholding agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to Section 1.8(dthis Agreement to any holder of shares of Company Common Stock any amounts as Buyer (or any other applicable withholding agent) is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock for whom the deduction and withholding was made by Buyer (or any other applicable withholding agent).

Exchange Procedures. Promptly after (a) At or before the Effective Time, Acquiror ------------------- Purchaser shall deposit, or shall cause to be deposited, with an exchange agent company designated by Purchaser and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement entered into by and between Purchaser and the Exchange Agent to mail to each holder before the Closing, for the benefit of the holders of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock Company Capital Stock, whose shares were have been converted into the right to receive the Merger Consideration, for exchange in accordance with this Section 2.7, (i) the number of shares of Acquiror Purchaser Common Stock pursuant sufficient to Section 1.6, deliver the aggregate Stock Consideration to be delivered in whole shares and (ii) any cash payable in lieu of any fractional shares pursuant to Section 1.6(f) 2.5(b), and any dividends or other distributions Purchaser shall instruct the Exchange Agent to deliver the Merger Consideration pursuant to Section 1.8(d2.7(d). Appropriate transmittal materials, which shall include a form letter of transmittal for each holder to utilize to exchange the holder’s shares of Company Capital Stock (“Letter of Transmittal”), shall be mailed as soon as practicable after the Effective Time, to each holder of record of Company Capital Stock who has not previously surrendered their Certificate or Certificates and the Company. A completed Letter of Transmittal from a holder of Company Capital Stock to the Exchange Agent will be deemed properly completed only if the completed Letter of Transmittal is accompanied by all Certificates representing shares of Company Capital Stock (or customary affidavits and, if required by Purchaser pursuant to Section 2.7(h) indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) held by such holder to be converted thereby. Purchaser shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Consideration as provided in Section 2.7. (b) At and after the Effective Time, each Certificate evidencing ownership of shares of Company Capital Stock shall represent only the right to receive the Merger Consideration, and as to Appraisal Shares, shall represent only the right to receive applicable payments as set forth in Section 2.6. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (c) The transmittal materials shall (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 Agent, (ii) be in such a form and have such contain any other provisions as Acquiror Purchaser may reasonably specify) determine, and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu the Merger Consideration. Upon the proper surrender of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such Certificates shares of Company Capital Stock shall be entitled to receive in exchange therefor certificates a statement reflecting shares issued in book entry form, representing the that number of whole shares of Acquiror Purchaser Common Stock, payment in lieu Stock that such holder of fractional shares which such holders have Company Capital Stock has the right to receive pursuant to Section 1.6(f2.5(a) and a check in the amount equal to any cash in lieu of fractional shares such holder is entitled to pursuant to Section 2.5(b) and any dividends or other distributions payable to which such holder is entitled to pursuant to Section 1.8(d2.7(d), and the . Certificates so surrendered shall forthwith be canceled. (d) As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Purchaser Common Stock and cash in lieu of fractional shares as provided herein. Until so surrenderedThe Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Purchaser Common Stock held by it from time to time hereunder, outstanding except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto. If there is a transfer of ownership of any shares of Company Capital Stock not registered in the transfer records of the Company, the Merger Consideration shall be issued to the transferee thereof if the Certificates will representing such Company Capital Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Purchaser and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to Purchaser Common Stock issued pursuant to this Agreement shall be deemed remitted to any Person entitled to receive shares of Purchaser Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such Person’s Certificates, such Person shall be entitled to receive any dividends or other distributions, without interest thereon, which after the Effective Time had become payable but not paid with respect to shares of Purchaser Common Stock represented by such Person’s Certificates. (f) The stock transfer books of the Company shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of the Company of any shares of Company Capital Stock. If, after the Effective Time, Certificates are presented to Purchaser, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid in lieu of a fraction of a share of Purchaser Common Stock pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remain unclaimed by the holders of Company Capital Stock for six (6) months after the Effective Time shall be repaid by the Exchange Agent to Purchaser upon the written request of Purchaser. After such request is made, each holder of Company Capital Stock who has not theretofore complied with this Section 2.7 shall look only to Purchaser for the Merger Consideration deliverable in respect of each share of Company Capital Stock such shareholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any Affiliate thereof) shall be liable to any former holder of Company Capital Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Purchaser and the Exchange Agent shall be entitled to rely upon the Company’s stock transfer books to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. The Company shall provide to the Exchange Agent all corporate purposes, information reasonably necessary for it to evidence perform its obligations as specified herein. In the event of a dispute with respect to ownership of stock represented by any Certificate, Purchaser and the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been so converted lost, stolen, mutilated or destroyed, as the case may be, then, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, mutilated or destroyed and the right posting by such Person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to receive an amount such Certificate, the Exchange Agent will issue in cash exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable respect thereof pursuant to Section 1.8(d)2.5.

Exchange Procedures. Promptly after (a) As of the Effective TimeTime of the Merger, Acquiror ------------------- GBB shall cause have deposited with the Exchange Agent for the benefit of the holders of shares of Coast Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of Coast Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time of the Merger represented outstanding shares of Target Common Coast Stock (the "Certificates") whose shares were converted into the right to receive shares of Acquiror Common GBB Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)2.2 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 Agent and shall be in such form and have such other provisions as Acquiror GBB and Coast may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common GBB Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorGBB, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Common Stock, payment GBB Stock and cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) Sections 2.2 and any dividends or distributions payable pursuant to Section 1.8(d)2.4 hereof, and the Certificates Certificate so surrendered shall forthwith be canceled. In the event a certificate is surrendered representing Coast Stock, the transfer of ownership of which is not registered in the transfer records of Coast, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such Coast Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.5, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, to evidence the ownership Time of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and Merger to represent only the right to receive an amount in upon such surrender the certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the issuance contrary set forth herein, if any holder of any shares of Coast should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.6(f2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of Coast Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Coast Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Coast Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Coast following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of Coast who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions payable with respect to GBB Stock. (f) Neither GBB nor Coast shall be liable to any holder of shares of Coast Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of GBB 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 to such shares of GBB Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of Coast for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person as provided in Section 1.8(d)6.9.

Exchange Procedures. Promptly As soon as practicable after the Acquisition Merger Effective Time, Acquiror ------------------- Nanometrics Delaware shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Acquisition Merger Effective Time represented outstanding shares of Target Company Common Stock whose shares (the "Certificates") that were converted pursuant to Section 2.6(a) into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), the Merger 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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror Nanometrics Delaware may reasonably specifyspecify that are not inconsistent with the terms of this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, the cash amount in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f3.2(d) and any dividends or distributions payable pursuant to Section 1.8(d3.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive (A) certificates evidencing the Merger Consideration which such holder has the right to receive pursuant to Section 2.6(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) cash in lieu of any fractional shares of Nanometrics Delaware Common Stock to which such holder is entitled pursuant to Section 3.2(d), and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(d), after giving effect to any tax withholdings required by applicable Law, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Acquisition Merger Effective Time, a certificate representing the proper number of shares of Nanometrics Delaware Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 3.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Acquisition Merger Effective Time, represented shares of Company Common Stock will be deemed deemed, from and after the Acquisition Merger Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon surrender the Merger Consideration and any cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions of Nanometrics Delaware Common Stock payable pursuant to Section 1.8(d3.2(d), in accordance with the terms of this Agreement.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f2.1(b) and any dividends or other distributions pursuant to Section 1.8(d), 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 Agent and shall be in such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Acquiror Parent Common Stock, payment in lieu of fractional shares Stock which such holders have holder has the right to receive pursuant to Section 1.6(f2.1 and (y) a check representing the amount of cash in lieu of fractional shares, if any, and any unpaid dividends or distributions payable and distributions, if any, which such holder has the right to receive pursuant to Section 1.8(d)the provisions of this Article II, after giving effect to any required withholding tax, and the Certificates shares represented by the Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon surrender a certificate representing shares of Parent Common Stock and cash in lieu of the issuance of any fractional shares shares, if any, and unpaid dividends and distributions, if any, as provided in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)this Article II.

Exchange Procedures. (a) At or prior to the Effective Time, Parent shall deposit with its transfer agent, who shall act as the "Exchange Agent" for the purpose of exchanging Certificates for the Merger Consideration, in trust for the benefit of holders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.4 and any dividends and other distributions pursuant to Section 2.2. (b) Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), Certificate (i) 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 Agent and letter shall be in such customary form and have such other provisions as Acquiror Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the applicable Merger Consideration. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing therefore (A) one or more shares of Parent Common Stock representing, in the aggregate, the whole number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f1.8 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.4 and dividends and other distributions pursuant to Section 2.2. No interest will be paid or distributions will accrue on any cash payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with 2.2 or Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)2.4.

Exchange Procedures. Promptly 12.2.1. If the exchange of New Discount Notes for Original Discount Notes is occurring pursuant to an Indenture Request, after receipt of the Effective TimeIndenture Request, Acquiror ------------------- the Issuer shall cause the Exchange Agent to mail promptly deliver to each holder Holder of record (as of the Effective Time) of Original Discount Notes a certificate or certificates notice (the "CERTIFICATESIndenture Notice")) that such --------- ------ request was made and that it will enter the Executed Indenture. 12.2.2. On the Indenture Date, which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu each Holder of any fractional shares pursuant theretofore outstanding Original Discount Notes shall surrender the same to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), Intermediate Holdings for cancellation (i) in each case with a duly executed letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title in form reasonably acceptable to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Intermediate Holdings) and shall be in entitled upon such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares New Discount Notes into which such holders Original Discount Notes have converted pursuant to Section 12.1 hereof. Until so surrendered on or after the Indenture Date, each certificate representing an Original Discount Note prior to the Indenture Date, shall be deemed to evidence the right to receive the New Discount Notes into which such Original Discount Note has converted pursuant to Section 1.6(f12.1 hereof; provided, however, that, notwithstanding the foregoing, Intermediate Holdings shall have no obligation to make any payments of interest, principal or otherwise with respect to any New Discount Note until such time as the certificate which evidenced the predecessor Original Discount Note has been surrendered to the Issuer and the New Discount Note has been issued in accordance with the Executed Indenture. 12.2.3. Each letter of transmittal accompanying Original Discount Notes shall specify the principal amount of the Original Discount Notes to be exchanged and shall include the following representations and warranties and such other representations and warranties as Intermediate Holdings may reasonably request: (a) The Holder is acquiring the New Discount Notes for investment for its own account, and any dividends not with a view to selling or distributions payable pursuant to Section 1.8(d)otherwise distributing the New Discount Note in violation of the Securities Act. The Holder is an accredited investor as defined in Rule 501(a) under the Securities Act, and the Certificates so surrendered disposition of such Holder's property shall forthwith at all times be canceled. Until so surrendered, outstanding Certificates will be deemed and remain in its control (provided that such representation and warranty shall not prohibit such Holder from and after transferring the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares New Discount Note in accordance with Section 1.6(f) the Indenture and any dividends or distributions payable pursuant to Section 1.8(dthe Securities Act and other applicable laws). (b) Such Holder is the exclusive owner of the certificates being surrendered, has full authority to transfer such certificates, is entitled to all rights evidenced thereby, and the securities evidenced by such certificates are free and clear of any liens, restrictions, charges and encumbrances and not subject to any adverse claim.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- the Surviving Corporation shall cause the Exchange Agent to mail to each holder of Shares of record (as other than holders of the Effective Time) of a certificate Excluded Shares or certificates (the "CERTIFICATES"Dissenting Shares), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.02(d)) to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) Agent, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.02(d)) in exchange for certificates representing evidence in customary form of the issuance of shares of Acquiror Acquirer Common Stock, cash Stock in lieu book entry form (a “Book Entry Notice”) representing the number of any fractional whole shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)of Acquirer Common Stock into which such Shares have been converted in the Merger. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.02(d)) to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the a Book Entry Notice evidencing that number of whole shares of Acquiror Acquirer Common Stock, payment in lieu of fractional shares which such holders have holder has the right to receive in respect of the Shares surrendered pursuant to Section 1.6(fthe provisions of this Article II (after aggregation of all Shares then held by such holder) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedIn the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, outstanding Certificates will the Merger Consideration to be deemed from and after exchanged upon due surrender of the Effective TimeCertificate as herein provided may be issued to the transferee if the Certificate previously representing such Shares is presented to the Exchange Agent, for accompanied by all corporate purposes, documents required to evidence the ownership of the number of full shares of Acquiror Common Stock into which and effect such shares of Target Common Stock shall transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends paid or distributions payable pursuant to Section 1.8(d)are not applicable.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- but in no event later than five (5) days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Common Stock Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Capital Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares shares) pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)2.6, (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 receipt of the Certificates to by the Exchange Agent Agent, and shall be in such customary form and have such other provisions as Acquiror may reasonably specify); (ii) such other customary documents as may be required pursuant to such instructions; and (iiiii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, Capital Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing therefore (i) the number of whole shares of Acquiror Common Capital Stock, payment ; (ii) any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(d); and (iii) cash (without interest) in lieu respect of fractional shares which such holders have the right to receive pursuant to as provided in Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.6(f), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that prior to the Effective Time represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Capital Stock into which such shares of Target Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)2.6.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- the Omega Surviving Corporation and the Online Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target Omega Common Stock or Online Common Stock, as applicable, whose shares were converted into the right to receive shares of Acquiror Newco Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Acquiror Newco may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Newco Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorNewco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Acquiror Newco Common Stock, Stock and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Omega Common Stock or Online Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full whole shares of Acquiror Newco Common Stock into which such shares of Target Omega Common Stock or Online Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Target Common Company Capital Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Common Company Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Tek shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target DSNC Common Stock whose shares were converted into the right to receive shares of Acquiror Common Tek Preferred Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(c) and any dividends or other distributions pursuant to Section 1.8(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Tek may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Tek Preferred Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorTek, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Tek Preferred Stock into which their shares of DSNC Common StockStock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.8(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Tek Preferred Stock into which such shares of Target DSNC Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.8(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Neoforma shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Target Common Healthvision Stock whose shares were converted into the right to receive shares of Acquiror Neoforma Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal in customary form (which that 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 such form and have contain such other provisions as Acquiror Neoforma may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Neoforma Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Neoforma Common StockStock into which their shares of Healthvision Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Neoforma Common Stock into which such shares of Target Common Healthvision Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Neoforma Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Healthvision Stock which is not registered in the transfer records of Healthvision, a certificate representing the proper number of shares of Neoforma Common Stock may be issued to a transferee if the Certificate representing such shares of Healthvision Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock and cash pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(e) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (i) a letter of transmittal in customary form (which that 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 such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock (after aggregating all Certificates surrendered by such holder) into which such holder is entitled pursuant to Section 1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), cash, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock and cash into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d). No interest will be paid or accrued on any cash payable pursuant to Section 1.6(a), in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock and cash may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target the Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Acquiror Buyer Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror the Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Buyer Common Stock, Stock (plus cash in lieu of any fractional shares pursuant to Section 1.6(f) shares, if any, of Buyer Common Stock and any dividends or other distributions pursuant to Section 1.8(das provided below). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquirorthe Buyer, together with such letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Buyer Common Stock, payment in lieu of fractional shares Stock which such holders have holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 1.6(f2.2(e) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c), and the Certificates Certificate so surrendered shall forthwith immediately be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, to evidence 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 full shares of Acquiror Buyer Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in plus cash in lieu of the issuance of any fractional shares in accordance with pursuant to Section 1.6(f2.2(e) and any dividends or distributions payable pursuant to Section 1.8(d)2.2(c) may be issued and paid to a person other than the person in whose name the Certificate so surrender is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have containing such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock that such holder has a right to receive pursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends or other distributions, to evidence only the ownership of right to receive the number of full shares of Acquiror Parent Common Stock into which issuable in exchange for such shares of Target Company Common Stock shall have been so converted pursuant to Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail mail, as promptly as practicable after the Effective Time, to each holder of record of (as of the Effective TimeA) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") or (B) uncertificated shares of Target Common Stock whose shares were converted into which immediately prior to the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dEffective Time represented Shares (the "Uncertificated Shares"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Shares shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) customary form); and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares the appropriate portion of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon (x) surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquirorof a Certificate for cancellation, together with such letter of transmittal, duly completed executed, and validly executed such other customary documents as may be required pursuant to such instructions or (y) receipt of an "agent's message" by the Exchange Agent (or such other customary evidence, if any, of transfer the Exchange Agent may request) in accordance with the instructions theretocase of a book-entry transfer of Uncertificated Shares, the holders holder of such Certificates Certificate or such Uncertificated Shares shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment amount in lieu of fractional shares cash which such holders have holder has the right to receive pursuant to Section 1.6(f2.01(a) and hereof (after giving effect to any dividends required Tax (as defined in Section 9.03 hereof) withholdings) in respect of the Shares formerly represented by such Certificate or distributions payable pursuant to Section 1.8(d)Uncertificated Shares, and the Certificates Certificate or Uncertificated Shares so surrendered or transferred shall forthwith be canceled. Until so surrenderedParent shall use commercially reasonable efforts to negotiate an agreement with the Exchange Agent which provides that upon the holder of such Certificate or such Uncertificated Shares becoming entitled to receive the payment referred to in the previous sentence of this Section 2.02(b), outstanding Certificates the Exchange Agent shall make such payment to such holder within ten (10) business days thereafter. No interest will be paid or will accrue on the amount payable upon the surrender of any Certificate or transfer of any Uncertificated Shares. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the proper amount of cash may be paid to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered or transferred as contemplated by this Section 2.02, each Certificate or Uncertificated Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in cash in lieu receive, upon such surrender, the appropriate portion of the issuance Merger Consideration in respect of any fractional shares in accordance with Section 1.6(fShare(s) and any dividends or distributions payable pursuant to Section 1.8(d)formerly represented thereby.

Exchange Procedures. Promptly Within two Business Days after the Effective Time, Acquiror ------------------- NBT shall cause the Exchange Agent to mail or personally deliver to each holder of record (as of the Effective Timeor his or her attorney-in-fact) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock Shares (the "Certificates"), whose shares Shares were converted into the right to receive shares of Acquiror NBT Common Stock pursuant to Section 1.6, 1.08 and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dof NBT Common Stock (if any), (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 such form and have such other provisions as Acquiror NBT and BSB may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Acquiror NBT Common Stock together with any dividends or distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documentation as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of NBT Common Stock, which such holder has the right to receive in respect of the Shares formerly represented by such Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder) and cash in lieu of fractional shares of NBT Common Stock (if any) to which such holder is entitled pursuant to Section 1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of BSB, a certificate representing the proper number of shares of NBT Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of NBT Common Stock, cash in lieu of any fractional shares of NBT Common Stock to which such holder is entitled pursuant to Section 1.6(f1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.09(c).

Exchange Procedures. Promptly after following the Effective Time, Acquiror ------------------- Parent and Merger Sub shall cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the "CERTIFICATES"“Certificates”), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Acquiror Parent Common StockStock pursuant to Section 2.7(a), cash in lieu of any fractional shares pursuant to Section 1.6(f2.7(e) and any dividends or other distributions pursuant to Section 1.8(d2.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock (after taking into account all Certificates surrendered by such holder of record) to which such holder is entitled pursuant to Section 2.7(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable law or regulation), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f2.7(e) and any dividends or distributions payable pursuant to Section 1.8(d2.8(d), and the Certificates so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates will shall be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.7(e) and any dividends or distributions payable pursuant to Section 1.8(d2.8(d).

Exchange Procedures. Promptly (and in no event later than the fifth business day) after the Effective Time, Acquiror ------------------- USWeb shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target CKS Common Stock whose shares were converted into the right to receive shares of Acquiror USWeb Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 such form and have such other provisions as Acquiror USWeb, in consultation with CKS prior to the Effective Time, may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror USWeb Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror USWeb Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror USWeb Common Stock into which such shares of Target CKS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Acquiror ------------------- ATC shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right Shares entitled to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), 2.1(a): (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 such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)such letter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquirorof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor: (A) a certificate representing the that number of whole shares of Acquiror ATC Common Stock, payment in lieu of fractional shares Stock which such holders have holder has the right to receive in respect of the Shares formerly represented by such Certificate after taking into account all Shares then held by such holder, and (B) cash in lieu of any fractional shares of ATC Common Stock to which such holder is entitled pursuant to Section 1.6(f2.4(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d2.4(c), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.4(c) or (e). In the event of a transfer of ownership of Shares that is not registered in the transfer records of SpectraSite, a certificate representing the proper number of shares of ATC Common Stock and a check for cash in lieu of any fractional shares of ATC Common Stock to which such holder is entitled pursuant to Section 2.4(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(c) may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.4, outstanding Certificates will each Certificate shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon such surrender the Merger Consideration, the cash in lieu of the issuance of any fractional shares in accordance with of ATC Common Stock to which such holder is entitled pursuant to Section 1.6(f2.4(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d2.4(c).

Exchange Procedures. Promptly (a) Appropriate transmittal materials (the “Letter of Transmittal”) in a form satisfactory to Newco and SSE shall be mailed as soon as practicable after the Effective Time to each holder of record of SSE Common Stock as of the Effective Time who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by Certificates representing all shares of SSE Common Stock to be converted thereby or other acceptable documentation. (b) At and after the Effective Time, Acquiror ------------------- each Certificate (except as specifically set forth in Section 2.5) shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into represent only the right to receive shares of Acquiror Common Stock pursuant the Merger Consideration. (c) Prior to Section 1.6the Effective Time, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), Newco shall (i) reserve for issuance with its transfer agent and registrar a letter sufficient number of transmittal shares of Newco Common Stock to pay for the aggregate Stock Consideration and (which ii) deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of SSE Common Stock, for exchange in accordance with this Section 2.7, an amount of cash sufficient to pay the aggregate Cash Consideration. (d) The Letter of Transmittal shall (i) 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 Agent, (ii) be in such a form and have such contain any other provisions as Acquiror Newco may reasonably specify) determine and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon the proper surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Newco Common Stock, payment in lieu of fractional shares which Stock that such holders have holder has the right to receive pursuant to Section 1.6(f) 2.5, if any, and a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 2.5, if any (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.5, and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d2.5), and the . Certificates so surrendered shall forthwith be canceled. Until so surrenderedAs soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, outstanding the Exchange Agent shall distribute Newco Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Newco 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 to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of SSE Common Stock not registered in the transfer records of SSE, the Merger Consideration shall be issued to the transferee thereof if the Certificates will representing such SSE Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Newco and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to Newco Common Stock issued pursuant to this Agreement shall be deemed remitted to any person entitled to receive shares of Newco Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of Newco Common Stock represented by such person’s Certificates. (f) The stock transfer books of SSE shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of SSE of any shares of SSE Common Stock. If, after the Effective Time, Certificates are presented to Newco, they shall be canceled and exchanged for all corporate purposesthe Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the holders of SSE Common Stock for six (6) months after the Effective Time shall be repaid by the Exchange Agent to Newco upon the written request of Newco. After such request is made, any holder of SSE Common Stock who has not theretofore complied with this Section 2.7 shall look only to Newco for the Merger Consideration deliverable in respect of each share of SSE Common Stock such stockholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to evidence the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Newco (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of SSE Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Newco and the Exchange Agent shall be entitled to rely upon SSE’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. If a dispute with respect to ownership of stock represented by any Certificate, Newco and the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been so converted and lost, stolen or destroyed, upon the right making of an affidavit of that fact by the person claiming such Certificate to receive an be lost, stolen or destroyed and, if required by the Exchange Agent or Newco, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in cash exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable respect thereof pursuant to Section 1.8(d)2.5.

Exchange Procedures. Promptly after Concurrently with the Effective Timemailing of the Consent Solicitation Statement, Acquiror ------------------- SMMC shall cause direct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Company Common Stock or Company Preferred Stock evidenced by certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right “Certificates”) entitled to receive shares of Acquiror Common the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) 3.01: a letter of transmittal (transmittal, which shall be in a form reasonably acceptable to SMMC and the Company (the “Letter of Transmittal”) and which shall (A) have customary representations and warranties as to title, authorization, execution and delivery, (B) have a customary release of all claims against SMMC and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock or Company Preferred Stock, (C) 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 such form and have such other provisions as Acquiror may reasonably specify) Agent, and (iiD) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fthe Letter of Transmittal. Within two (2) and any dividends or other distributions pursuant Business Days (but in no event prior to Section 1.8(d). Upon the Effective Time) after the surrender of Certificates for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such shares of Company Common Stock or to such other agent Company Preferred Stock are or agents as may be appointed by Acquirorwere certificated), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing therefore, and SMMC shall direct the number Exchange Agent to deliver the Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with the provisions of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) 3.01 and any dividends or distributions payable pursuant to Section 1.8(d)3.02, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedsurrendered as contemplated by this Section 3.03, outstanding Certificates will each Certificate entitled to receive the Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with Section 3.01 shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in cash in lieu of upon such surrender the issuance of any fractional shares Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, that such holder is entitled to receive in accordance with the provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)3.01.

Exchange Procedures. Promptly after the Effective Time, Acquiror Parent ------------------- shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal in customary form (which that 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 such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal in customary form (which that 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 such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or 12 distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Acquiror Parent ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (i) a letter of transmittal for their certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (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 such form and have such other customary provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly after After the Effective Time, Acquiror ------------------- FNB shall cause the Exchange Agent to mail to each holder the shareholders of Integrity of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to at the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6transmittal materials and other appropriate written instructions (collectively, cash in lieu of any fractional shares pursuant to Section 1.6(fa “Transmittal Letter”) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall be in such form and have such other provisions as Acquiror FNB may reasonably specify) ). After the Effective Time and (ii) instructions for use in effecting upon the proper surrender of the Certificates in exchange for certificates certificate(s) representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation Integrity Stock to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoTransmittal Letter, the holders holder of such Certificates certificate(s) shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in lieu respect of rights to receive fractional shares and any dividends or other distributions to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f1.7(c)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions payable pursuant with respect to Section 1.8(d), and FNB Stock. Any portion of the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time, for all corporate purposesTime (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to evidence the ownership extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the number Exchange Agent shall be liable to any holder of full shares of Acquiror Common Integrity Stock into which such shares of Target Common Stock shall have been so converted and the right for any amounts paid or properly delivered in good faith to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable a public official pursuant to Section 1.8(d)any applicable abandoned property law.

Exchange Procedures. Promptly after (a) Prior to the REIT Merger Effective Time, Acquiror ------------------- for the benefit of the holders of Certificates and LP Units, Parent shall cause deliver to a bank or trust company designated by Parent and reasonably satisfactory to the Company (the “Exchange Agent”) (i) certificates representing Parent Common Shares sufficient to deliver the aggregate Share Consideration and (ii) an amount in cash sufficient to pay the aggregate Parent Cash Consideration (including the estimated amount of cash to be paid in lieu of fractional Parent Common Shares) and the aggregate Operating Partnership Cash Consideration (collectively, such cash being referred to as the “Payment Fund”). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Shares 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 to such shares for the account of the Persons entitled thereto. The Payment Fund shall be invested (if at all) by the Exchange Agent, as directed by Parent, provided, however, that such investments shall only be in obligations of or guaranteed by the United States. (b) Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to mail to each holder of record receive (as of the Effective Timei) of a certificate or certificates (representing the "CERTIFICATES"number of whole Parent Common Shares into which the aggregate number of Company Common Shares previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to Section 3.01(c)(i), plus (ii) the amount of cash into which immediately the aggregate number of Company Common Shares previously represented by such Certificate or Certificates surrendered shall have been converted into pursuant to Section 3.01(c)(ii), plus (iii) an amount of cash to be paid in lieu of fractional Parent Common Shares pursuant to Section 3.05, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate that prior to the REIT Merger Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into Shares and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent, only be deemed to evidence the right to receive shares the Company Common Share Merger Consideration. After the REIT Merger Effective Time, there shall be no further transfer on the records of Acquiror the Company of Certificates representing Company Common Stock pursuant Shares and if such Certificates are presented to Section 1.6the Company for transfer, cash they shall be cancelled against delivery of the Company Common Share Merger Consideration. No dividends on Parent Common Shares that have been declared will be remitted to any Person entitled to receive Parent Common Shares under this Agreement until such Person surrenders the Certificate or Certificates representing Company Common Shares, at which time such dividends shall be remitted to such Person, without interest. (c) Promptly after the REIT Merger Effective Time (but in lieu of any fractional shares pursuant to Section 1.6(fevent within four (4) and any dividends or other distributions pursuant to Section 1.8(dBusiness Days after the REIT Merger Effective Time), appropriate transmittal materials in a form satisfactory to Parent and the Company (i) including a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon delivery of such certificate to the Exchange Agent) shall be mailed to each holder of record of Company Common Shares. Parent shall not be obligated to deliver cash and/or a certificate or certificates representing Parent Common Shares to which a holder of Company Common Shares would otherwise be entitled as a result of the REIT Merger until such holder surrenders the Certificate or Certificates representing the Company Common Shares for exchange as provided in this Section 3.04(c), or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required by Parent or the Exchange Agent. If any certificates evidencing Parent Common Shares are to be issued in a name other than that in which the Certificate evidencing Company Common Shares surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the Person requesting such exchange pay to the Exchange Agent and shall be in such form and have such any transfer or other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender tax required by reason of the Certificates issuance of a certificate for Parent Common Shares in exchange for certificates representing shares any name other than that of Acquiror Common Stockthe registered holder of the Certificate surrendered, cash in lieu or otherwise establish to the satisfaction of any fractional shares pursuant to Section 1.6(fthe Exchange Agent that such tax has been paid or is not payable. (d) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender Any portion of Certificates for cancellation the Payment Fund delivered to the Exchange Agent or by Parent pursuant to such other agent or agents as may be appointed Section 3.04(a) that remains unclaimed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates the Company Common Shares and holders of LP Units for one year after the REIT Merger Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. Any shareholders of the Company or unit holders of the Company Operating Partnership who have not theretofore complied with this Article III shall thereafter look only to Parent for the payment of the Parent Cash Consideration and the Partnership Cash Consideration, as applicable. Neither the Exchange Agent nor any party to this Agreement shall be liable to any Person in respect of the Parent Cash Consideration or the Operating Partnership Cash Consideration, as applicable, if the Payment Fund has been paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent and the Exchange Agent shall be entitled to receive in exchange therefor certificates representing rely upon the number stock transfer books of whole shares the Company to establish the identity of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right those Persons entitled to receive pursuant the Company Common Share Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. (e) Parent and/or the Exchange Agent shall be entitled to Section 1.6(f) deduct and any dividends or distributions withhold from the consideration otherwise payable pursuant to Section 1.8(d)this Agreement to any holder of Company Common Stock or LP Units such amounts, and if any, as are required to be deducted or withheld under any provision of U.S. federal tax Law, or any provision of state, local or foreign tax Law, with respect to the Certificates making of such payment. Amounts so surrendered withheld shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, treated for all corporate purposes, purposes of this Agreement as having been paid to evidence the ownership holders of shares of Company Common Stock or LP Units in respect of which such deduction or withholding was made. (f) Appropriate adjustments shall be made to the procedures set forth in this Section 3.04 to permit the payment of the number Company Common Share Merger Consideration, the Partnership Merger Consideration and other amounts payable under this Section 3.04 in the case of full shares of Acquiror any uncertificated Company Common Stock into which Shares or LP Units as if such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)units were represented by certificates.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Company Stock (each a "Certificate" and collectively, the "Certificates") whose shares were converted pursuant to this Article II into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 (1) the Certificates or (2) an affidavit in accordance with Section 2.2(h) to the Exchange Agent and shall be in such form and have such other provisions as Acquiror Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or affidavits in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Acquiror Parent Common StockStock which such holder has the right to receive, payment pursuant to the provisions of this Article II, and (y) cash in lieu of any fractional shares of Parent Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall immediately be canceled. In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such holders Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and upon such surrender the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full certificate representing shares of Acquiror Parent Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)of Parent Common Stock as contemplated by this Article II.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (and in any event, Acquiror ------------------- within three (3) Business Days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (Certificate, the "CERTIFICATES"), underlying Shares of which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, the Merger Consideration (and cash in lieu of any fractional shares Parent Shares as contemplated by Section 2.04(e)) at the Effective Time pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon delivery of the such Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent Agent, and shall otherwise be in such customary form and have such other provisions as Acquiror Parent or the Exchange Agent may reasonably specify) ; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares payment of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions theretorespect to such Certificates, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment Merger Consideration (and cash in lieu of any fractional shares which such holders have the right to receive pursuant to Parent Shares as contemplated by Section 1.6(f2.04(e) and any dividends or other distributions payable pursuant to Section 1.8(d2.04(h), and the ) for each Share formerly represented by such Certificates. Any Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from The Merger Consideration (and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Parent Shares as contemplated by Section 1.6(f2.04(e) and any dividends or other distributions payable pursuant to Section 1.8(d2.04(h)) paid upon the surrender for exchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration (or cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) is to be made to a person other than the person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the person requesting such payment shall have paid any transfer or other Taxes required by reason of the payment of the Merger Consideration (or cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) to a person other than the registered holder of the Certificate so surrendered or shall have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration (and cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) payable for each such Book-Entry Share. Payment of the Merger Consideration (or cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (or cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) as contemplated by this Agreement. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

Exchange Procedures. Promptly (a) At the Effective Time of the Merger, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time of the Merger, for exchange in accordance with this Section 2.5 through the Exchange Agent, cash in the amount of the aggregate Merger Consideration payable to such holders of Company Stock pursuant to Section 2.2 in exchange for their shares of Company Stock (collectively, the “Exchange Fund”). Such amounts may be invested by the Exchange Agent as directed by Merger Sub or, after the Effective TimeTime of the Merger, Acquiror ------------------- the Surviving Corporation; provided that such investments shall cause be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America. Any income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) Parent shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record of shares of Company Stock which are represented by (as of the Effective Timex) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time of the Merger represented outstanding shares of Target Common Company Stock (the “Certificates”) or (y) an entry to that effect in the shareholder records maintained on behalf of Company by the Company stock transfer agent (the “Book Entry Shares”), whose shares were converted into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror Parent and Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, or authorizing transfer of Book Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates shares of Company Stock shall be entitled to receive in exchange therefor certificates representing the number amount of whole shares of Acquiror Common Stock, payment in lieu of fractional shares the Merger Consideration which such holders have holder has the right to receive pursuant to Section 1.6(f) and 2.2 hereof (less any dividends or distributions payable withholding Taxes pursuant to Section 1.8(d2.11), and the Certificates any Certificate so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Section 2.5, outstanding Certificates will each Certificate and any Book Entry Shares shall be deemed from and at any time after the Effective Time, for all corporate purposes, to evidence the ownership Time of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and Merger to represent only the right to receive an amount upon such surrender the Merger Consideration to be paid in cash consideration therefor upon surrender of such Certificate or transfer of the Book Entry Shares, as the case may be, as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Stock that are not Book Entry Shares should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder shall, if required by Parent or Exchange Agent, deliver in lieu of thereof a bond in form and substance and with surety reasonably satisfactory to Parent and shall be entitled to receive the issuance of any fractional shares Merger Consideration to be paid in consideration therefor in accordance with Section 1.6(f) and 2.2 hereof (less any dividends or distributions payable withholding Taxes pursuant to Section 1.8(d2.11). (c) No interest shall be paid or accrued for the benefit of holders of the Certificates or Book Entry Shares on the Merger Consideration payable in respect thereof. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Parent that such Tax either has been paid or is not applicable. (d) If, after the Effective Time of the Merger, Certificates or Book Entry Shares are presented to Parent for any reason, they shall be canceled and exchanged as provided in this Agreement, subject to the other provisions of this Article 2. (e) Any portion of the Exchange Fund which remains undistributed to the former stockholders of Company following the passage of twelve months after the Effective Time of the Merger shall be delivered (together with any income received with respect thereto) to the Surviving Corporation, upon demand, and any former stockholders of Company who have not theretofore complied with this Section 2.5 shall thereafter look only to the Surviving Corporation and/or Parent, subject to any applicable abandoned property, escheat or similar law, only as general creditors thereof for payment of their claim for the Merger Consideration payable in consideration for any Certificate or transfer of any Book Entry Shares. (f) Any portion of the Exchange Fund remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interests of any Person previously entitled thereto. Except as otherwise required by law, none of the Exchange Agent, Parent, Company or the Surviving Corporation shall be liable to any former holder of shares of Company Stock or any other Person for any consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange Procedures. Promptly (a) Appropriate transmittal materials ("Letter of Transmittal") shall be mailed as soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to mail and in no event later than 5 business days thereafter, to each holder of record (of TRFC Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of TRFC Common Stock to be converted thereby. (b) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to At and after the Effective Time represented outstanding Time, each certificate ("TRFC Certificate") previously representing shares of Target TRFC Common Stock whose shares were converted into (except as specifically set forth in Section 1.2) shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, RBI shall deposit, or shall cause to be deposited, with such bank or trust company that is selected by RBI and is reasonably acceptable to TRFC to act as exchange agent ("Exchange Agent"), for the benefit of the holders of shares of Acquiror TRFC Common Stock pursuant Stock, for exchange in accordance with this Section 1.3, an estimated amount of cash sufficient to Section 1.6, pay the aggregate amount of cash in lieu of any fractional shares to be paid pursuant to Section 1.6(f1.2, and RBI shall reserve for issuance with its Transfer Agent and Registrar a sufficient number of shares of RBI Common Stock to provide for payment of the Merger Consideration. (d) and any dividends or other distributions pursuant to Section 1.8(d), The Letter of Transmittal shall (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TRFC Certificates shall pass, only upon delivery of the TRFC Certificates to the Exchange Agent and shall Agent, (ii) be in such a form and have such contain any other provisions as Acquiror RBI may reasonably specify) determine and (iiiii) include instructions for use in effecting the surrender of the TRFC Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon the proper surrender of the TRFC Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such TRFC Certificates shall be entitled to receive in exchange therefor certificates (m) a certificate representing the that number of whole shares of Acquiror RBI Common Stock, payment in lieu of fractional shares which Stock that such holders have holder has the right to receive pursuant to Section 1.6(f1.2 and (n) a check in the amount equal to the cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 1.2 and any dividends or other distributions payable to which such holder is entitled pursuant to this Section 1.8(d), and the 1.3. TRFC Certificates so surrendered shall forthwith be canceledcancelled. Until so surrenderedAs soon as practicable, outstanding but no later than 10 business days following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute RBI Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of RBI 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 to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of TRFC Common Stock not registered in the transfer records of TRFC, the Merger Consideration shall be issued to the transferee thereof if the TRFC Certificates will representing such TRFC Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of RBI and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to RBI Common Stock shall be deemed from remitted to any person entitled to receive shares of RBI Common Stock hereunder until such person surrenders his or her TRFC Certificates in accordance with this Section 1.3. Upon the surrender of such person's TRFC Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of RBI Common Stock represented by such person's TRFC Certificates. (f) From and after the Effective Time there shall be no transfers on the stock transfer records of TRFC of any shares of TRFC Common Stock. If, after the Effective Time, TRFC Certificates are presented to RBI, they shall be cancelled and exchanged for all corporate purposesthe Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.3. (g) Any portion of the aggregate amount of cash to be paid in lieu of fractional shares pursuant to Section 1.2, any dividends or other distributions to be paid pursuant to this Section 1.3 or any proceeds from any investments thereof that remains unclaimed by the stockholders of TRFC for six months after the Effective Time shall be repaid by the Exchange Agent to RBI upon the written request of RBI. After such request is made, any stockholders of TRFC who have not theretofore complied with this Section 1.3 shall look only to RBI for the Merger Consideration deliverable in respect of each share of TRFC Common Stock such stockholder holds, as determined pursuant to Section 1.2 of this Agreement, without any interest thereon. If outstanding TRFC Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to evidence the extent permitted by any abandoned property, escheat or other applicable laws, become the property of RBI (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of RBI, RBI Bank, the Exchange Agent or any other person shall be liable to any former holder of TRFC Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) RBI and the Exchange Agent shall be entitled to rely upon TRFC's stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any TRFC Certificate, RBI and the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any TRFC Certificate shall have been so converted and lost, stolen or destroyed, upon the right making of an affidavit of that fact by the person claiming such TRFC Certificate to receive an be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such TRFC Certificate, the Exchange Agent will issue in cash exchange for such lost, stolen or destroyed TRFC Certificate the Merger Consideration deliverable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable respect thereof pursuant to Section 1.8(d)1.2.

Exchange Procedures. Promptly (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of Cardinal Common Stock (“Old Certificates”) and holders of non-certificated shares of Cardinal Common Stock (“Book-Entry Shares”), for exchange in accordance with this Article IV, (i) non-certificated shares of United Common Stock (collectively, “United Book-Entry Shares”) and (ii) an amount of cash necessary for payments required by Section 4.03 (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time, Acquiror ------------------- shall cause and in no event later than five business days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate one or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends more Old Certificates or other distributions pursuant to Section 1.8(d), (i) Book-Entry Shares a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates or Book-Entry Shares shall pass, only upon delivery of the Old Certificates or Book-Entry Shares to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for certificates United Book-Entry Shares, if any, that the holders of the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article IV, any cash in lieu of fractional shares into which the shares of Cardinal Common Stock represented by the Old Certificates or Book-Entry Shares shall have been converted pursuant to this Agreement. Upon proper surrender of an Old Certificate or Book-Entry Shares for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (i) a New Certificate representing that number of whole shares of United Common Stock that such holder has the right to receive pursuant to Article IV, if any, and (ii) a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of this Article IV, and the Old Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. (c) Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Cardinal Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares representing shares of Acquiror Cardinal Common StockStock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive United Book-Entry Shares in exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates or Book-Entry Shares. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Cardinal on the business day after the one-year anniversary of the Effective Date shall be paid to United. Any stockholders of Cardinal who have not theretofore complied with this Article IV shall thereafter look only to United for payment of the Merger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of Cardinal Common Stock such stockholder holds as determined pursuant to Section 1.6(f) and this Agreement, in each case, without any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)interest thereon.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Certificate whose shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d2.7(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares the Merger Consideration, any dividends or other distributions to which holders of Acquiror Common Stock, Certificates are entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d2.8(e). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly completed and validly executed in accordance with executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the that number of whole shares of Acquiror Parent Common Stock, payment in lieu of fractional shares which Stock that such holders have holder has the right to receive pursuant to Section 1.6(fthe provisions of this Article II after taking into account all the shares of Company Common Stock held by such holder under all such Certificates so surrendered, (B) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d2.8(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.8(e), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.8(b), outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon such surrender the Merger Consideration, any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.8(c) and cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable of Parent Common Stock to which such holder is entitled pursuant to Section 1.8(d2.8(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.8(c) or (e).

Exchange Procedures. Promptly after (i) As promptly as practicable following the Parent Merger Effective TimeTime (but in no event later than two (2) Business Days thereafter), Acquiror ------------------- the Surviving Entity of the Parent Merger shall cause the Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Certificate evidencing Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)Stock, (ix) a letter of transmittal (a “Letter of Transmittal”), 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 (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Acquiror the Surviving Entity of the Parent Merger may reasonably specify) , and (iiy) instructions for use in effecting the surrender of the Certificates in exchange for certificates the Parent Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) (which instructions shall provide that, at the election of the surrendering holder, (i) Certificates may be surrendered by hand delivery or otherwise or (ii) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), (B) to each holder of record of a Certificate evidencing Company Limited Voting Stock, a certificate representing the LVS Merger Consideration into which the number of shares of Company Limited Voting Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, (C) to each holder of a Company Option, a certificate representing an option to acquire shares of Parent Common Stock, (D) to each holder of a share of Company Restricted Stock, a certificate representing shares of Acquiror Parent Common Stock, cash Stock in lieu of any fractional shares an amount due and payable to such holder pursuant to Section 1.6(f3.5(b) in respect of such share of Company Restricted Stock, and any dividends or other distributions (E) to each holder of a Company Phantom Share, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 1.8(d3.5(c). , if any, in respect of such Company Phantom Share. (ii) Upon surrender of Certificates a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number Parent Merger Consideration for each share of whole shares Company Common Stock formerly represented by such Certificate pursuant to the provisions of Acquiror Common Stock, payment this Article III plus any cash such holder is entitled to receive in lieu of fractional shares which of Parent Common Stock that such holders have holder has the right to receive pursuant to the provisions of Section 1.6(f) 3.9 and any amounts that such holder has the right to receive in respect of dividends or distributions payable pursuant on shares of Parent Common Stock in accordance with Section 3.4(d), to Section 1.8(dbe mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificates Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith be canceled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until so surrenderedsurrendered as contemplated by this Section 3.4, outstanding Certificates will each Certificate shall be deemed from and deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Parent Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for all corporate purposes, to evidence the ownership benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares that number of full uncertificated whole shares of Acquiror Parent Common Stock into which or Parent Limited Voting Stock that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or distributions on shares of Target Parent Common Stock shall have been so converted in accordance with Section 3.4(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.9, in each case, without such holder being required to deliver a Certificate or an amount executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Parent Merger Consideration or LVS Merger Consideration payable in cash in lieu respect of the issuance Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock or Company Limited Voting Stock that is not registered in the transfer records of the Company, it shall be a condition of payment that any fractional shares Certificate surrendered in accordance with the procedures set forth in this Section 1.6(f3.4(c) shall be properly endorsed or shall be otherwise in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the Person requesting such payment shall have paid any dividends transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or distributions payable pursuant Book-Entry Share surrendered or shall have established to Section 1.8(d)the satisfaction of Parent that such Tax either has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, Acquiror NetIQ ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target MCS Common Stock whose shares were converted into the right to receive shares of Acquiror NetIQ Common Stock pursuant to Section 1.61.7, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 such form and have such other provisions as Acquiror NetIQ may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror NetIQ Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorNetIQ, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror NetIQ Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.7(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.8(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror NetIQ Common Stock into which such shares of Target MCS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(f) and any dividends or distributions payable pursuant to Section 1.8(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to mail to each (a) Each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Company Capital Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, required to deliver a duly executed and risk completed Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates Transmittal to the Exchange Agent and in order to receive the Merger Consideration that such holder is entitled to receive pursuant to this Agreement. If the Company Capital Stock being exchanged for Merger Consideration is certificated, the corresponding Capital Stock Certificate shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting delivered to the surrender Exchange Agent together with the Letter of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)Transmittal. Upon surrender of Certificates for cancellation such Letter of Transmittal (and if applicable, a Capital Stock Certificate) to the Exchange Agent or to Agent, and such other agent or agents documents as may reasonably be appointed required by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoExchange Agent, the holders holder of such Certificates shares of Company Capital Stock shall be entitled to receive in exchange therefor certificates representing therefor: (i) in the number case of whole shares of Acquiror Company Common Stock, payment (A) one or more shares of Parent Common Stock (which shall be in lieu uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f1.8(b) (after taking into account all shares of Company Capital Stock then held by such holder), and (B) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.4, (ii) in the case of Series B Shares, one or more shares of New Series B Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8(c) (after taking into account all Series B Shares then held by such holder), (iii) in the case of Series D Shares, one or more shares of New Series D Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8(d) (after taking into account all Series D Shares then held by such holder) and (iv) in the case of Series E Shares, one or more shares of New Series E Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8(e) (after taking into account all Series E Shares then held by such holder). (b) No interest will be paid or will accrue on any dividends or distributions cash payable pursuant to Section 1.8(d2.2(d). (c) In the event of a transfer of ownership of a Capital Stock Certificate representing Company Capital Stock that is not registered in the stock transfer records of the Company, the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Capital Stock Certificate so surrendered is registered if the Capital Stock Certificate formerly representing such Company Capital Stock is properly endorsed or otherwise in proper form for transfer and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership Person requesting such payment or issuance pays any transfer or other similar Taxes required by reason of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and payment or issuance to a Person other than the right to receive an amount in cash in lieu registered holder of the issuance Capital Stock Certificate or establishes to the reasonable satisfaction of any fractional shares in accordance with Section 1.6(f) and any dividends Parent that the Tax has been paid or distributions payable pursuant to Section 1.8(d)is not applicable.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record of (as of the Effective Timei) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, which at the Effective Time were converted into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)3.1 hereof, (i) a letter of transmittal (which which, in the case of Certificates, 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 such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon (i) surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto or (ii) or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other documents as may reasonably be required by the Exchange Agent, the holders holder of such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor certificates representing the number portion of whole shares of Acquiror Common Stock, payment in lieu of fractional shares the Merger Consideration to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) 3.1, and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceledcancelled. If any portion of the Merger Consideration is to be paid to a Person (as defined in Section 9.14(gg)) other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of Parent that such Tax has been paid or is not payable. Until so surrenderedsurrendered as contemplated by this Section 3.2(b), outstanding Certificates will each Certificate or Uncertificated Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)Merger Consideration upon such surrender.

Exchange Procedures. Promptly (i) Each certificate (or book-entry share) representing outstanding shares of Company Common Stock, Company Class A Common Stock, Company Series H Preferred Stock, Company Series K Preferred Stock or any instrument representing any Company Restricted Stock Award shall be deemed for all purposes, from and after the First Merger Effective Time, Acquiror ------------------- to represent the same number of shares of capital stock or other securities of Hermes Sub I, as the case may be, into which such shares of Company Common Stock, Company Class A Common Stock, Company Series H Preferred Stock, Company Series K Preferred Stock and Company Restricted Stock Award shall be converted in the First Merger. Holders of such certificates (or book-entry shares) or other instruments shall not be asked to surrender such certificates (or book-entry shares) or other instruments for cancellation. (ii) As soon as reasonably practicable after the Second Merger Effective Time, Parent or the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record (as of the Effective Time) of a certificate Certificate (or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares affidavit of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash loss in lieu of any fractional shares pursuant to Section 1.6(fthereof) and any dividends or other distributions pursuant to Section 1.8(d), (iA) a letter of transmittal (a “Letter of Transmittal”), in customary form as prepared by Parent and reasonably acceptable to Company, which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) Agent, and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the applicable Merger Consideration into which the number of shares of Acquiror Hermes Sub I Common StockStock or Hermes Sub I Class A Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement and the Second Merger, together with any amounts payable in respect of cash in lieu of any fractional shares pursuant to Section 1.6(f) 3.7 and any dividends or other distributions pursuant to on Parent Common Shares in accordance with Section 1.8(d3.3(e). . (iii) Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof) to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly executed in accordance with Letter of Transmittal, and such other documents as may reasonably be required by the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number applicable Merger Consideration for each share of whole shares Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock formerly represented by such Certificate pursuant to the provisions of Acquiror Common Stockthis Article 3, payment together with any amounts payable in respect of cash in lieu of fractional shares pursuant to Section 3.7 and dividends or other distributions on Parent Common Shares in accordance with Section 3.3(e), by mail or by wire transfer after the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) and Letter of Transmittal, and the Certificate (or affidavit of loss in lieu thereof) so surrendered or so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the applicable Merger Consideration, cash in lieu of fractional shares pursuant to Section 3.7 or dividends or other distributions on Parent Common Shares in accordance with Section 3.3(e). In the event of a transfer of ownership of shares of Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock that is not registered in the transfer records of Company, it shall be a condition of payment that any Certificate surrendered or transferred in accordance with the procedures set forth in this Section 3.3 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the reasonable satisfaction of Parent and the Exchange Agent that such Taxes either have been paid or are not applicable. (iv) Any holder of Book-Entry Shares shall not be required to deliver an executed Letter of Transmittal to the Exchange Agent to receive the applicable Merger Consideration or other amounts pursuant to the provisions of this Article 3 from Parent that such holder is entitled to receive pursuant to this Article 3 with respect to such Book-Entry Shares. Subject to receipt of any documentation as may reasonably be required by the Exchange Agent, each holder of one or more Book-Entry Shares shall automatically upon the Second Merger Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Second Merger Effective Time (but in no event later than three (3) Business Days thereafter), the applicable Merger Consideration for each such Book-Entry Share pursuant to the provisions of this Article 3, together with any amounts payable in respect of cash in lieu of fractional shares pursuant to Section 3.7 and dividends or other distributions on Parent Common Shares or Parent Preferred Shares in accordance with Section 3.3(e). Payment of the Merger Consideration payable, the aggregate cash in lieu of fractional shares pursuant to Section 3.7 and any dividends and other distributions with respect to Book-Entry Shares pursuant to Section 3.3(e) shall only be made to the person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable, the aggregate cash in lieu of fractional shares pursuant to Section 3.7 and any dividends or distributions to which such holder is entitled pursuant to Section 3.3(e). (v) At the Second Merger Effective Time, holders of Hermes Sub I Common Stock, Hermes Sub I Class A Common Stock and Hermes Sub I Preferred Stock shall cease to be, and shall have no rights as, stockholders of Hermes Sub I other than the right to receive the applicable Merger Consideration from Parent that such holder has the right to receive pursuant to Section 1.6(f) and the provisions of this Article 3, together with any dividends or distributions amounts payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership in respect of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to Section 3.7 and dividends or other distributions on Parent Common Shares and Parent Preferred Shares in accordance with Section 1.6(f3.3(e). The applicable Merger Consideration paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) representing Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock (or automatic conversion in the case of Book-Entry Shares) in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights and any dividends privileges pertaining to the Hermes Sub I Common Stock, Hermes Sub I Class A Common Stock and Hermes Sub I Preferred Stock, as applicable, theretofore evidenced by such Certificates or distributions payable pursuant to Section 1.8(d)Book-Entry Shares.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- TIBCO shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Target Talarian Common Stock Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), 1.6 (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other customary provisions as Acquiror TIBCO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorTIBCO, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Cash Consideration and certificates representing the number of whole shares of Acquiror TIBCO Common StockStock into which their shares of Talarian Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror TIBCO Common Stock into which such shares of Target Talarian Common Stock shall have been so converted and the right to receive the Cash Consideration and an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent shall send or cause to mail be sent to each former holder of record of CNB Financial Common Stock who did not previously submit a properly completed Election Form (as other than holders of Dissenting Shares), appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to United Financial Bancorp and CNB Financial. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of CNB Financial Common Stock (“Certificate(s)”) to be converted thereby. (b) At and after the Effective Time, each Certificate (except as specifically set forth in Section 2.5) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into shall represent only the right to receive the Per Share Stock Consideration or the Per Share Cash Consideration or a combination thereof (hereinafter referred to as the “Merger Consideration”) in accordance with this Agreement. (c) Prior to the Effective Time, United Financial Bancorp shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of Acquiror United Financial Bancorp Common Stock pursuant to provide for payment of the Aggregate Stock Limit and (ii) deposit, or cause to be deposited, with Registrar and Transfer Company (the “Exchange Agent”), for the benefit of the holders of shares of CNB Financial Common Stock, for exchange in accordance with this Section 1.62.6, an amount of cash sufficient to the Aggregate Cash Limit and any cash in lieu of any fractional shares pursuant to Section 1.6(f2.6(f). (d) and any dividends or other distributions pursuant to Section 1.8(d), The Letter of Transmittal shall (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 Agent, (ii) be in such a form and have such contain any other provisions as Acquiror United Financial Bancorp may reasonably specify) determine and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon the proper surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror United Financial Bancorp Common Stock, payment Stock and/or a check in lieu the aggregate amount representing the amount of fractional shares which cash that such holders have holder has the right to receive pursuant to Section 1.6(f) 2.6, cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.6(f), and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d2.7(e), and the . Certificates so surrendered shall forthwith be canceled. Until so surrenderedAs soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, outstanding the Exchange Agent shall distribute United Financial Bancorp Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of United Financial Bancorp 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 to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of CNB Financial Common Stock not registered in the transfer records of CNB Financial, the Merger Consideration shall be issued to the transferee thereof if the Certificates will representing such CNB Financial Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of United Financial Bancorp and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to United Financial Bancorp Common Stock issued pursuant to this Agreement shall be deemed remitted to any person entitled to receive shares of United Financial Bancorp Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of United Financial Bancorp Common Stock represented by such person’s Certificates. (f) The stock transfer books of CNB Financial shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of CNB Financial of any shares of CNB Financial Common Stock. If, after the Effective Time, Certificates are presented to United Financial Bancorp, they shall be canceled and exchanged for all corporate purposes, the Per Share Stock Consideration or Per Share Cash Consideration deliverable in respect thereof pursuant to evidence this Agreement in accordance with the ownership procedures set forth in this Section 2.7. (g) Any portion of the number aggregate amount of full shares cash to be paid pursuant to Section 2.6, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the shareholders of Acquiror Common Stock into which CNB Financial for six months after the Effective Time shall be repaid by the Exchange Agent to United Financial Bancorp upon the written request of United Financial Bancorp. After such shares request is made, any shareholders of Target Common Stock CNB Financial who have not theretofore complied with this Section 2.7 shall have been so converted look only to United Financial Bancorp for the Merger Consideration and the right to receive an amount in cash in lieu of the issuance fractional shares, if any, deliverable in respect of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable each share of CNB Financial Common Stock such shareholder holds, as determined pursuant to Section 1.8(d2.6 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of United Financial Bancorp (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of CNB Financial Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) United Financial Bancorp and the Exchange Agent shall be entitled to rely upon CNB Financial’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, United Financial Bancorp and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in lieu of fractional shares, if any, represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or United Financial Bancorp, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of fractional shares, if any, deliverable in respect thereof pursuant to Section 2.6.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f“Certificates”) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal reasonably acceptable to the Company (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 such form reasonable and have such other provisions as Acquiror may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer Taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Acquiror ------------------- and in any event not later than five (5) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d"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 such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d). Upon surrender 2.02(c) may be issued to a transferee if the Certificate representing such shares of Certificates for cancellation Company Common Stock is presented to the Exchange Agent or Agent, accompanied by all documents required to evidence and effect such other agent or agents transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as may be appointed contemplated by Acquirorthis Section 2.02, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates each Certificate shall be entitled deemed at all times after the Effective Time to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.02(c).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock Shares whose shares were converted into the right to receive exchanged for shares of Acquiror Parent Common Stock pursuant to Section 1.61.4, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.8(d1.4(d), subject to receipt of (i) a duly completed and validly executed 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.8(d1.4(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their Company Common Shares were exchanged at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.8(d1.4(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.4(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted Shares are entitled to be exchanged and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.8(d1.4(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock or Series B Preferred Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common Stock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly (i) At the Effective Time, each holder of an LLC Interest shall deliver to the Exchange Agent, or to such other agent or agents (including Holdings) as may be appointed by Holdings, (A) documentation reasonably satisfactory to the Exchange Agent or Holdings evidencing the transfer of the LLC Interests to Holdings (the "Transfer Documents"), which Transfer Documents shall include, to the extent previously issued by Earlychildhood, certificates evidencing the LLC Interests (the "LLC Certificates") and (B) instructions for effecting the exchange of such LLC Interests for certificates evidencing shares of Holdings Common Stock (plus cash in lieu of fractional shares, if any, of Holdings Common Stock as provided below) in accordance with Section 2.1. Upon delivery of the Transfer Documents, duly endorsed, to the Exchange Agent or to such other agent or agents (including Holdings) as may be appointed by Holdings, such holders of LLC Interests shall be entitled to receive in exchange therefor, certificates representing the number of whole shares of Holdings Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and any cash in lieu of fractional shares, if any, of Holdings Common Stock. (ii) As soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target SmarterKids Common Stock (the "SmarterKids Certificates" and, together with the LLC Certificates, the "Certificates") whose shares were converted pursuant to Section 2.2 into the right to receive shares of Acquiror Holdings Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)Stock, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the SmarterKids Certificates shall pass, only upon delivery of the SmarterKids Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror Earlychildhood and SmarterKids may reasonably specify) ), and (iiB) instructions for use in effecting the surrender of the SmarterKids Certificates in exchange for certificates representing shares of Acquiror Holdings Common Stock, Stock (plus cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(dshares, if any, of Holdings Common Stock as provided below). Upon surrender of Certificates a SmarterKids Certificate for cancellation to the Exchange Agent or to such other agent or agents (including Holdings) as may be appointed by AcquirorHoldings, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates SmarterKids Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Holdings Common Stock, payment in lieu of fractional shares Stock which such holders have holder has the right to receive pursuant to Section 1.6(f) the provisions of this Article II, and any dividends or distributions payable pursuant to Section 1.8(d)cash in lieu of fractional shares, if any, of Holdings Common Stock, and the Certificates SmarterKids Certificate so surrendered shall forthwith immediately be canceled. Until so surrendered. (iii) In the event of a transfer of ownership of LLC Interests or SmarterKids Common Stock prior to the Effective Time which is not registered in the transfer records of Earlychildhood or SmarterKids, outstanding Certificates will respectively, a certificate representing the proper number of shares of Holdings Common Stock may be deemed from issued to a transferee if the Transfer Documents for such LLC Interests or the SmarterKids Certificate representing such SmarterKids Common Stock, as applicable, is presented to the Exchange Agent, or such other agent or agents as may be appointed by Holdings (including Holdings), accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) Immediately after the Effective Time, (A) all LLC Interests shall have been delivered (or, in the absence of certificated LLC Interests, shall be deemed to have been delivered) to the Exchange Agent (or to such other agent or agents (including Holdings) as may be appointed by Holdings, and exchanged for all corporate purposes, shares of Holdings Common Stock in accordance with the provisions set forth in subsection (i) above and (B) each outstanding SmarterKids Certificate which theretofore represented shares of SmarterKids Common Stock shall represent only the right to receive shares of Holdings Common Stock pursuant to the terms hereof and shall not be deemed to evidence the ownership of the number of full shares of Acquiror Holdings Common Stock into which such shares of Target SmarterKids Common Stock would be or were, as the case may be, converted until the SmarterKids Certificate therefor shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares surrendered in accordance with this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)2.5.

Exchange Procedures. Promptly after the Effective Time, Acquiror Avanex ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Target Oplink Common Stock whose shares were converted into the right to receive shares of Acquiror Avanex Common Stock pursuant to Section 1.61.5, cash in lieu of any fractional shares pursuant to Section 1.6(f1.5(g) and any dividends or other distributions pursuant to Section 1.8(d1.6(d), (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 such form and have such other provisions as Acquiror Avanex may reasonably specify) and ), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Acquiror Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.5(g) and any dividends or other distributions pursuant to Section 1.8(d1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAvanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders each holder of such Certificates a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Avanex Common StockStock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f1.5(g) and any dividends or distributions payable pursuant to Section 1.8(d1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of of, the number of full whole shares of Acquiror Avanex Common Stock into which such shares of Target Common Stock shall have been so converted issuable pursuant to Section 1.5(a), and the right to receive an amount in of cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.5(g) and any dividends or distributions payable pursuant to Section 1.8(d1.6(d).

Exchange Procedures. Promptly (a) At and after the Effective Time, Acquiror ------------------- each certificate representing shares of ICB Common Stock shall cause represent only the Exchange Agent right to receive the Merger Consideration in accordance with the terms of this Agreement. (b) At or prior to the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As promptly as practicable after the Effective Time, but in no event more than five business days thereafter, ONB shall mail to each holder of record ICB Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of ICB Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (as of the Effective Timec) of ONB shall cause a certificate representing that number of whole shares of ONB Common Stock that each holder of ICB Common Stock has the right to receive pursuant to Section 2.01 and a check in the amount of any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of ICB Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as in the "CERTIFICATES"), which immediately prior form and substance satisfactory to ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Effective Time represented outstanding shall be paid to the holder of any unsurrendered Old Certificate representing shares of Target ICB Common Stock whose shares were converted in the Merger into the right to receive shares of Acquiror such ONB Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to until the holder thereof surrenders such Old Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothis Section 2.04. After becoming so entitled in accordance with this Section 2.04, the holders of such Certificates record holder thereof also shall be entitled to receive in exchange therefor certificates representing the number of whole any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Acquiror ONB Common Stock, payment in lieu of fractional shares which Stock such holders have holder had the right to receive pursuant to Section 1.6(fupon surrender of the Old Certificate. (e) The stock transfer books of ICB shall be closed immediately upon the Effective Time and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time there shall be no transfers on the stock transfer records of ICB of any shares of ICB Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for all corporate purposesthe Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) ONB shall be entitled to rely upon ICB’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to evidence receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock stock represented by any Old Certificate, ONB shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (g) If any Old Certificate shall have been so converted and lost, stolen, or destroyed, upon the right making of an affidavit of that fact by the Person claiming such Old Certificate to receive an amount be lost, stolen, or destroyed and, if required by ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in cash exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable respect thereof pursuant to Section 1.8(d)2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of ICB Common Stock that are held as treasury stock of ICB or owned by ONB (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist and no stock of ICB or other consideration shall be exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to any former holder of ICB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures. Promptly after the Effective Time, Acquiror Parent ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)1.4, (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(c) and any dividends or other distributions pursuant to Section 1.8(d1.5(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall deliver to the holders, certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.8(d1.5(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.8(d1.5(d).. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within two (2) business days), Acquiror ------------------- the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Shares (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates and Book Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(e)) or Book Entry Shares to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such form and have such other provisions as Acquiror Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(e)) or Book Entry Shares in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Per Share Merger Consideration. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 4.2(e)) or Book Entry Shares to the Exchange Paying Agent or to such other agent or agents as may be appointed by Acquiror, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing a cash amount in immediately available funds (after giving effect to any required Tax (as defined in Section 5.1(o)) withholdings as provided in Section 4.2(g)) equal to (A) the number of whole shares Shares represented by such Certificate (or affidavit of Acquiror Common Stock, payment loss in lieu of fractional shares which such holders have the right to receive pursuant to Certificate as provided in Section 1.6(f4.2(e)) and any dividends or distributions payable pursuant to Section 1.8(d), Book Entry Shares multiplied by (B) the Per Share Merger Consideration and the Certificates Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective TimeCertificates or Book Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate or Book Entry Shares may be issued to such transferee if the Certificate or Book Entry Shares formerly representing such Shares is presented to the Paying Agent, accompanied by all corporate purposes, documents required to evidence the ownership of the number of full shares of Acquiror Common Stock into which and effect such shares of Target Common Stock shall transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends paid or distributions payable pursuant to Section 1.8(d)are not applicable.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- ANI shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target Occam Common Stock whose shares were converted into the right to receive (including shares of Acquiror Occam Common Stock pursuant to Section 1.6, cash in lieu be issued upon the conversion of any fractional shares pursuant all Occam Preferred Stock immediately prior to Section 1.6(fthe Effective Time) and any dividends or other distributions pursuant to Section 1.8(d1.6(d), (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 such form and have such other provisions as Acquiror ANI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror ANI Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) Stock and any dividends or other distributions pursuant to Section 1.8(d1.6(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorANI, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror ANI Common StockStock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a), payment cash in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.5(f) and any dividends or distributions payable pursuant to Section 1.8(d1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror ANI Common Stock into which such shares of Target Occam Common Stock (including shares of Occam Common Stock to be issued upon the conversion of all Occam Preferred Stock immediately prior to the Effective Time) shall have been so converted converted, cash in lieu of fractional shares pursuant to Section 1.5(f) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.6(d).

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.8(d1.7(d), (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 such form and have such other provisions as Acquiror Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.8(d1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Parent Common StockStock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Parent Common Stock into which such shares of Target Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.8(d1.7(d).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), Certificate which immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), Stock: (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 such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)such letter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquirorof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the that number of whole shares of Acquiror Parent Common Stock which such holder has the right to receive, if any, in respect of the Company Common Stock formerly represented by such Certificate (after taking into account all Company Common Stock then held by such holder), (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 4.02(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 4.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, payment cash in lieu of any fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f4.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d)4.02(c) may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and the Certificates so surrendered shall forthwith be canceledeffect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 4.02, outstanding Certificates will each Certificate shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of the issuance of any fractional shares in accordance with of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f4.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d4.02(c).

Exchange Procedures. Promptly As soon as practicable after the ------------------- Effective Time, Acquiror ------------------- Newco shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Newco Stock Recipients that holds any certificates representing VERITAS Common Stock being exchanged or certificates converted into Newco Common Stock pursuant hereto (collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Target Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), ): (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 such form and have such other provisions as Acquiror VERITAS and SSI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Newco Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to Agent, together with a duly executed letter of transmittal and such other agent or agents documents as may be appointed reasonably required by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Newco Common Stock, payment Stock and cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) the provisions of this Agreement and any dividends or distributions payable pursuant to Section 1.8(d)the Certificate of Merger, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrenderedCertificates which immediately prior to the Effective Time represented issued and outstanding shares of VERITAS Common Stock do not need to be delivered to the Exchange Agent and, outstanding Certificates will be deemed from and after the Effective Time, for such certificates shall be deemed to evidence the ownership of an equal number of full shares of Newco Common Stock. In the event of a transfer of ownership of shares of VERITAS Common Stock which is not registered on the transfer records of VERITAS, a certificate representing the proper number of shares of Newco Common Stock may be issued to a transferee, if the Certificate representing such VERITAS Common Stock is presented to the Exchange Agent, accompanied by all corporate purposesdocuments required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 6.2 and the Certificate of Merger, each Certificate shall be deemed, on and after the Effective Time, to evidence the ownership of the number of full shares of Acquiror Newco Common Stock into which such shares of Target VERITAS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)converted.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Acquiror ------------------- USF shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Target Culligan Common Stock whose shares were converted into the right to receive shares of Acquiror USF Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d2.1(b), (i) a letter of transmittal (the form and substance of which shall have been reasonably approved by Culligan prior to the Effective Time and 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 such form and have such other customary provisions as Acquiror USF may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares Shares of Acquiror USF Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorAgent, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing the that whole number of whole shares of Acquiror USF Common Stock, payment in lieu of fractional shares Stock which such holders have holder has the right to receive pursuant to Section 1.6(f2.1 in such denominations and registered in such names as such holder may request and (y) a check representing the amount of cash in lieu of fractional shares, if any, and any unpaid dividends or distributions payable and distributions, if any, which such holder has the right to receive pursuant to Section 1.8(d)the provisions of this Article II, and after giving effect to any required withholding tax. The shares represented by the Certificates Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Culligan Common Stock. In the event of a transfer of ownership of shares of Culligan Common Stock which is not registered on the transfer records of Culligan, a certificate representing the proper number of shares of USF Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if the Certificate representing such shares of Culligan Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.3, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in upon surrender a certificate representing shares of USF Common Stock and cash in lieu of the issuance of any fractional shares shares, if any, and unpaid dividends and distributions, if any, as provided in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime (and in any case no later than five (5) business days thereafter), Acquiror ------------------- Fidelity shall cause the Exchange Agent to mail to each record holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding representing shares of Target MNB Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (ia “MNB Certificate”) a letter of transmittal (which shall specify that delivery of the MNB Certificates shall be effected, and risk of loss and title to the MNB Certificates shall pass, only upon delivery of the MNB Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Acquiror Fidelity may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the such MNB Certificates in exchange for certificates representing shares of Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)the Merger Consideration. Upon surrender of Certificates for cancellation a MNB Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates MNB 13 Certificate shall be entitled to receive in exchange therefor certificates representing (A) a certificate or electronic book entry to their account representing, in the aggregate, the whole number of whole shares of Acquiror Fidelity Common Stock, payment in lieu of fractional shares which Stock that such holders have holder has the right to receive pursuant to Section 1.6(f1.02(h)(iii) and any dividends or distributions payable pursuant and/or (B) a check in the amount equal to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership aggregate amount of the number of full shares of Acquiror Common Stock into which cash that such shares of Target Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d1.02(h)(iv).. No interest will be paid or will accrue on any cash payment pursuant to Section 1.02(h)(iv). In the event of a transfer of ownership of MNB Common Stock which is not registered in the transfer records of MNB, a certificate representing, in the aggregate, the proper number of shares of Fidelity Common Stock pursuant to Section 1.02(h) and/or a check in the proper amount pursuant to Sections 1.02(h)(iv) may be issued with respect to such MNB Common Stock, as the case may be, to such a transferee if the MNB Certificate formerly representing such shares of MNB Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. 

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Acquiror ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which Company Certificate immediately prior to the Effective Time represented outstanding (other than Company Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Target Company Common Stock whose shares were converted into the right to receive shares owned by that stockholder (or, alternatively, by an appropriate guarantee of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fdelivery) and any dividends or other distributions pursuant to Section 1.8(d), (ia) a letter of transmittal (which the "Letter of Transmittal") that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which Letter of Transmittal shall be in such customary form and have such other provisions as Acquiror Parent or Company may reasonably specifyspecify (such letter to be reasonably acceptable to Company and Parent prior to the Effective Time) and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)shares. Upon surrender of Certificates for cancellation a Company Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter Letter of transmittalTransmittal or the Form of Election pursuant to Section 3.1(e), duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates representing (i) shares of Parent Common Stock (which shall be in uncertificated book-entry form, unless a physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the aggregate, the whole number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f3.1(b) (after taking into account all shares of Company Common Stock then held by such holder), (ii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to Section 3.1 and (iii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to the provisions of this Article III other than Section 3.1, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to the provisions of this Article III. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock pursuant to Section 3.1, a check in the proper amount of cash comprising the Cash-Stock Consideration pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d)3.5, and the Certificates so surrendered shall forthwith may be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, issued with respect to evidence the ownership of the number of full shares of Acquiror such Company Common Stock into which to such a transferee if the Company Certificate representing such shares of Target Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)paid.

Exchange Procedures. Promptly after 2.5.1. As of the Effective TimeTime of the Merger, Acquiror ------------------- GBB shall cause have deposited with the Exchange Agent for the benefit of the holders of shares of BCS Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of BCS Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.4 of this Agreement (collectively, the "Exchange Fund"). 2.5.2. GBB shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time of the Merger represented outstanding shares of Target Common BCS Stock (the "Certificates") whose shares were converted into the right to receive shares of Acquiror Common GBB Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)2.2 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 Agent and shall be in such form and have such other provisions as Acquiror GBB and BCS may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common GBB Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorGBB, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Common Stock, payment GBB Stock and cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) Sections 2.2 and any dividends or distributions payable pursuant to Section 1.8(d)2.4 hereof, and the Certificates Certificate so surrendered shall forthwith be canceled. In the event a certificate is surrendered representing BCS Stock, the transfer of ownership of which is not registered in the transfer records of BCS, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such BCS Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.5, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, to evidence the ownership Time of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and Merger to represent only the right to receive an amount in upon such surrender the certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the issuance contrary set forth herein, if any holder of any shares of BCS should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. 2.5.3. No dividends or other distributions declared or made with respect to GBB Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.6(f2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. 2.5.4. All shares of GBB Stock issued upon the surrender for exchange of BCS Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of BCS Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of BCS Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. 2.5.5. Any portion of the Exchange Fund which remains undistributed to the shareholders of BCS following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of BCS who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions payable with respect to GBB Stock. 2.5.6. Neither GBB nor BCS shall be liable to any holder of shares of BCS Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to Section 1.8(d)any applicable abandoned property, escheat or similar law. 2.5.7. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of GBB 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 to such shares of GBB Stock for the account of the Persons entitled thereto.

Exchange Procedures. Promptly after (a) At the Effective TimeTime of the Merger, Acquiror ------------------- GBB shall cause deposit with the Exchange Agent for the benefit of the holders of shares of SJNB Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of SJNB Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock pursuant to Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time of the Merger represented outstanding shares of Target Common SJNB Stock (the "Certificates") whose shares were converted into the right to receive shares of Acquiror Common GBB Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)2.2 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 Agent and shall be in such form and have such other provisions as Acquiror GBB and SJNB may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common GBB Stock, cash in lieu both of any fractional shares pursuant which shall be reasonably satisfactory to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d)SJNB. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AcquirorGBB, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Acquiror Common Stock, payment GBB Stock and cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) Sections 2.2 and any dividends or distributions payable pursuant to Section 1.8(d)2.4 hereof, and the Certificates Certificate so surrendered shall forthwith be canceled. In the event a certificate is surrendered representing SJNB Stock, the transfer of ownership of which is not registered in the transfer records of SJNB, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such SJNB Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.5, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, to evidence the ownership Time of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and Merger to represent only the right to receive an amount in upon such surrender the certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the issuance contrary set forth herein, if any holder of any shares of SJNB should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock which are declared payable to shareholders of record of GBB Stock after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.6(f2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of SJNB Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SJNB Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of SJNB Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of SJNB following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of SJNB who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions payable with respect to GBB Stock. (f) Neither GBB nor SJNB shall be liable to any holder of shares of SJNB Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of GBB 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 to such shares of GBB Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of SJNB for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person as provided in Section 1.8(d)6.9.

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Acquiror ------------------- shall cause but in any event within five (5) Business Days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective TimeCertificate(s) of a certificate or certificates (the "CERTIFICATES")Book-Entry Shares which, which immediately prior to the Effective Time Time, represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.61.4 (“Exchanged Shares”), along with, in each case, any cash in lieu of any fractional shares pursuant of Parent Common Stock to Section 1.6(f) and any dividends be issued or other distributions pursuant to Section 1.8(d)paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) or Book-Entry Shares to the Exchange Agent and shall be substantially in such form and have such other provisions as Acquiror may reasonably specifyshall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares which such holders have the right of Parent Common Stock to receive pursuant to Section 1.6(f) be issued or paid in consideration therefor and any dividends or distributions payable to which such holder is entitled pursuant to Section 1.8(d2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Shares, accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender in accordance with the Exchange Agent’s customary practice, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Certificates so surrendered shall forthwith be canceledExchanged Shares represented by its Certificate(s) or Book-Entry Shares. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate or Book-Entry Shares shall represent after the Effective Time, for all corporate purposes, only the right to evidence receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the number stock transfer records of full the Company, the shares of Acquiror Parent Common Stock into which and Cash Consideration plus any cash in lieu of fractional shares of Parent Common comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent or the Surviving Corporation) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent, Parent or the Surviving Corporation, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, as the case may be, and timely paid over to the appropriate Governmental Entity such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock or Company Warrants that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock or Company Warrants that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Target Company Common Stock are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall have been so converted be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the right owner thereof to receive an amount in cash in vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in accordance with Section 1.6(fdecimal form) and any dividends or distributions payable of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.8(d)1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Acquiror ------------------- shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificate"), ) which immediately prior to the Effective Time represented issued and outstanding shares of Target CNG Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d("CNG Shares"), (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 actual delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing shares of Acquiror DRI Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fStock ("DRI Shares") and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender for effecting the exchange of Certificates for cancellation DRI Shares to be held in book entry form. As soon as practicable after the Effective Time, the Exchange Agent shall also mail to each holder of record of CNG Shares held in book entry form ("Book Entry Shares") instructions for use in effecting the conversion of said Book Entry Shares into DRI Shares. Upon delivery of a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Acquirorfor exchange, together with such a duly executed letter of transmittaltransmittal and such other documents as the Exchange Agent shall require, duly completed and validly executed or, in accordance the case of Book Entry Shares, compliance with the instructions theretofor conversion thereof, the holders holder of such Certificates Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing the that number of whole shares DRI Shares and the amount of Acquiror Common Stock, payment cash in lieu of fractional shares share interests (pursuant to Section 2.2(d)) which such holders have holder has the right to receive pursuant to the provisions of this Article II. In the event of a transfer of ownership of CNG Shares which is not registered in the transfer records of CNG, the proper number of DRI Shares will be issued to a transferee if, in addition to the other requirements for conversion, the Exchange Agent receives all documents required to evidence and effect such transfer and evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until delivered as contemplated by this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)2.2, each Certificate, and the Certificates so surrendered until converted as contemplated by this Section 2.2, all Book Entry Shares, shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and represent only the right to receive an amount in DRI Shares and cash in lieu of the issuance of any fractional shares in accordance with of DRI Common Stock as contemplated by this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d)2.2.

Exchange Procedures. Promptly after the Effective Time, Acquiror ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (holder, as of the Effective Time) , of a certificate or certificates (the "CERTIFICATES"), which an outstanding Certificate that immediately prior to the Effective Time represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d), (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 Agent, and shall be in such customary form and have such other provisions as Acquiror may reasonably specifyagreed to by Parent and the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Acquiror Company Common StockStock represented by such Certificates. Promptly after the Effective Time, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon upon surrender of Certificates for cancellation to the Exchange Agent or to together with such letters of transmittal, properly completed and duly executed, and such other agent or agents documents as may be appointed by Acquiror, together with required pursuant to such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoinstructions, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing (A) shares of Parent Common Stock representing, in the aggregate, the whole number of whole shares of Acquiror Parent Common Stock, payment in lieu of fractional shares which Stock that such holders have holder has the right to receive pursuant to Section 1.6(f2.1 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.4(e) and dividends and other distributions pursuant to Section 2.4(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.4(c).

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Acquiror ------------------- but in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective TimeCertificate(s) of a certificate or certificates (the "CERTIFICATES")Book-Entry Shares which, which immediately prior to the Effective Time Time, represented outstanding shares of Target Company Common Stock whose shares were converted into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 1.6Article 1 (“Exchanged Shares”), along with, in each case, any cash in lieu of any fractional shares pursuant of Parent Common Stock to Section 1.6(f) and any dividends be issued or other distributions pursuant to Section 1.8(d)paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) or Book-Entry Shares to the Exchange Agent and shall be substantially in such form and have such other provisions as Acquiror may reasonably specifyshall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Acquiror Common Stockthe Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Acquiror Common Stock, payment in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holders have holder is entitled pursuant to Section 2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly, after such surrender, (i) the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Exchanged Shares represented by its Certificate(s) or Book-Entry Shares and (ii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d2.2(c), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate or Book-Entry Share shall represent after the Effective Time, for all corporate purposes, only the right to evidence receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article 2. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article 2. Following surrender of any such Certificate or Book-Entry Share in accordance with this Article 2, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the number stock transfer records of full the Company, the shares of Acquiror Parent Common Stock into which plus any cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of the Exchange Agent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one (1)-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company, and the parties shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Target Company Common Stock are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article 2. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall have been so converted be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the right owner thereof to receive an amount in cash in vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former holder of Company Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Parent Common Stock on the Nasdaq Global Select Market (“Nasdaq”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.5. (g) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company as of the one (1)-year anniversary of the Effective Time will be paid to the Surviving Entity. In such event, any former holders of Company Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Entity with respect to payment of the shares of Company Common Stock, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each former share of Company Common Stock such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Entity, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may reasonably determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 1.6(f) and any dividends or distributions payable the procedures set forth in this Article 2 deliverable in respect thereof pursuant to Section 1.8(d)this Agreement.