Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. After the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB but in no event later than two (2) business days after the Effective Time, Acquiror shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding shares of Target Capital Stock (collectively, a the "Transmittal LetterCertificates") and which shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 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 certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Acquiror may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Acquiror Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation (or, if such Certificate is lost, of a lost Certificate indemnity agreement in customary form) to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock (less the number of shares of FNB Acquiror Common Stock and to be deposited in the cash Escrow Fund on such holder's behalf pursuant to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 6 hereof), to which such holder is entitled pursuant to Section 1.8(c)1.6 and cash in lieu of fractional shares pursuant to Section 1.6(f), subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.subject to

Exchange Procedures. After Promptly after the Effective Time, FNB Parent shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and evidenced outstanding Shares (other appropriate written instructions than Dissenting Shares) (collectively, a the "Transmittal LetterCertificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions to effect the Effective Time and upon the proper surrender of certificate(s) representing the Certificates in exchange for the certificates evidencing shares of Rowan Stock Parent Common Shares and, in lieu of any fractional shares thereof, cash. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with a properly completed such letter of transmittal, duly executed, and duly executed Transmittal Letter or, such other customary documents as applicable, Election Formmay be required pursuant to such instructions, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the (A) certificates evidencing that number of shares of FNB Stock and the cash to whole Parent Common Shares which such holder is entitled hereunder (including any cash payments has the right to which such holder is entitled hereunder receive in accordance with the Exchange Ratio in respect of rights to receive fractional shares and the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)1.07(c), subject and (C) cash in lieu of fractional Parent Common Shares 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 which such holder surrenders is entitled pursuant to Section 1.06(g) (the certificate(sParent Common Shares, dividends, distributions and cash described in this clause (C) representing such holder's shares. The certificate(s) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be duly endorsed as canceled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Stock Shares which is not registered in the transfer records of Rowanthe Company as of the Effective Time, the Merger Consideration shall Parent Common Shares and cash may be issued and paid in accordance with this Article I to the a transferee thereof if the certificates representing Certificate evidencing such Rowan Stock are Shares is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer pursuant to this Section 1.07(b) and to by evidence that any applicable stock transfer taxes have been paid. Any portion Until so 3 8 surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Company Common Stock for six months will be deemed from and after the Effective Time shall be delivered to FNBTime, upon demandfor all corporate purposes, and any shareholders of Rowan who have not previously complied with other than the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect dividends, to FNB Stock. Any portion evidence the ownership of the Exchange Fund remaining unclaimed by holders number of Rowan full shares of Parent Common Shares into which such shares of the Company Common Stock five years after shall have been so converted and the Effective Time (or such earlier date immediately prior right to such time as such portion would otherwise escheat to or become property receive an amount in cash in lieu of the issuance of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled thereinfractional shares in accordance with Section 1.06. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.(c)

Exchange Procedures. After the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail (i) At least five Business Days prior to the shareholders of Rowan of record at anticipated Closing Date, the Effective Time who did not previously submit Company shall prepare and deliver to the Buyer a completed Election Form transmittal materials and other appropriate written instructions schedule (collectivelyas updated, a "Transmittal Letter") (if applicable, pursuant to the proviso to this Section 2.5(a)(i), the “Consideration Disbursement Schedule”), which shall specify that delivery shall be effectedset forth (A) the aggregate Series A Liquidation Amount, and risk of loss and title to (B) the certificate representing shares of Rowan Stock prior to such Effective Time shall passaggregate Series B Liquidation Amount, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s(C) representing shares of Rowan Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(sfor each Seller: (1) shall be entitled to receive in exchange therefor the number of shares of FNB Stock Common Stock, Series A Preferred and Series B Preferred owned by such Seller immediately prior to the Interim Effective Time; (2) such Seller’s Escrow Pro Rata Share and initial Post-Closing Pro Rata Share; (3) such Seller’s Common Per Share Value, Common Per Share Amount, Series A Per Share Amount and Series B Per Share Amount; (4) the aggregate amount of cash and the cash aggregate number of Parent Units payable to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled Seller pursuant to Section 1.8(c))2.2 at the Interim Effective Time; and (5) the wire or other payment instructions for such Seller, subject to any required withholding (D) for each Optionholder: (1) the aggregate number 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 Rowan Common Stock not registered in the transfer records issuable upon exercise of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends his or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date her Options immediately prior to the Interim Effective Time; (2) such time Optionholder’s Option Value; (3) the aggregate amount of cash payable to such Optionholder pursuant to Section 2.4 at the Interim Effective Time; (4) the wire instructions for the account of the Company into which all amounts payable to Optionholders shall be paid; and (5) such Optionholder’s Escrow Pro Rata Share and initial Post-Closing Pro Rata Share, (E) for each holder of a Warrant, (1) the aggregate number of shares of Common Stock issuable upon exercise of such holder’s Warrant immediately prior to the Interim Effective Time; (2) such holder’s Warrant Value; (3) the aggregate amount of cash payable to such holder pursuant to Section 2.4 at the Interim Effective Time; (4) the wire or other payment instructions for such holder; and (5) such Warrant holder’s Escrow Pro Rata Share and initial Post-Closing Pro Rata Share, (F) the amount payable to each Transaction Expenses payee as of the Closing Date and the wire or other payment instructions for each such portion would otherwise escheat payee, (G) the Estimated Working Capital Surplus, if any, (H) the Estimated Working Capital Deficit, if any, (I) the amount payable to each applicable holder of outstanding Indebtedness of the Company (as set forth in the payoff letters or become property of any government entityother evidence delivered pursuant to Section 2.7(b)(viii)) and the wire or other payment instructions for each such holder, and (J) the Net Debt Allowance; provided that such Consideration Disbursement Schedule shall, to the extent permitted necessary, be updated by applicable law, become the property Company on and as of FNB free and clear the Closing Date to reflect the actual amounts as of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawsuch date.

Exchange Procedures. After As soon as practicable following the Effective TimeClosing, FNB Parent shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders each Company Shareholder (i) a letter of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall be in such form and contain such provisions as Parent may reasonably specify and shall specify that delivery shall be effected, and risk of loss and title to the certificate representing Certificates which immediately prior to the Effective Time represent outstanding shares of Rowan Company Capital Stock prior whose shares are converted into the right to receive such Effective Time Company Shareholder's pro rata portion of the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent at the Closing) and which shall be (ii) instructions for use in such form and have such other provisions as FNB may reasonably specify). After effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares such Company Shareholder's pro rata portion of Rowan Stock the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate representing the number of whole shares of FNB Parent Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c1.6 (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.8(b)), subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any canceled; provided, however, that no certificates representing shares of Rowan Parent Common Stock not registered to be issued in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demandany Company Shareholder prior to the acceptance and approval of the Agreement of Merger by the Secretary of State of the States of California and Delaware. As soon as practicable after the Effective Time, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I the Escrow Agreement, Parent shall thereafter look only cause to FNB for payment be distributed to the Escrow Agent (as defined in the Escrow Agreement) a certificate or certificates representing that number of their claim for FNB shares of Parent Common Stock and/or cash and any dividends or distributions with respect equal to FNB Stock. Any portion the Escrow Amount which shall be registered in the name of the Exchange Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and shall be available to compensate Parent as provided in the Escrow Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Rowan Company Capital Stock five years will be deemed from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends (or such earlier date immediately prior subject to such time as such portion would otherwise escheat to or become property the provisions of any government entitySection 1.8(d) shallbelow), to evidence the extent permitted by applicable law, become ownership of the property number 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 Exchange Agent shall be liable to any holder of full shares of Rowan Parent Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawinto which such shares of Company Capital Stock shall have been so converted.

Exchange Procedures. After As soon as practicable following the Effective TimeClosing, FNB Parent shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders each Company Shareholder (i) a letter of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing Company Certificates which immediately prior to the Effective Time represent outstanding shares of Rowan Company Capital Stock prior whose shares are converted into the right to receive such Effective Time Company Shareholder's portion of the consideration pursuant to Section 1.6, shall pass, only upon proper delivery of such certificates the Company Certificates to the Exchange Agent and which shall be (ii) instructions for use in such form and have such other provisions as FNB may reasonably specify). After effecting the Effective Time and upon the proper surrender of certificate(sthe Company Certificates in exchange for certificates representing such Company Shareholder's pro rata portion of the consideration, and (iii) representing shares a Shareholder Certificate (a "Shareholder Certificate") in form specified by Parent and approved prior to the Closing by the Company, which approval shall not be unreasonably withheld, for execution by the Company Shareholder. Upon surrender of Rowan Stock a Company Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal and Shareholder Certificate, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate for the Parent Common Stock ("Parent Certificate") representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.8(b) and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 7 hereof) to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Company Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VII hereof, Parent shall thereafter look only cause to FNB be distributed to the Escrow Agent (as defined in Article VII) Parent Certificate(s) representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of their claim for FNB dividends, to evidence the ownership of the number of full shares of Parent Common Stock and/or cash into which such shares of Company Capital Stock shall have been so converted and the right to receive any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official payable pursuant to any applicable abandoned property lawSection 1.8(d).

Exchange Procedures. After the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan Upon surrender by a holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit represented outstanding shares of InterSAN Capital Stock (each a completed Election Form transmittal materials and other appropriate written instructions (“Certificate” and, collectively, the “Certificates”) whose shares were converted pursuant to Section 2.2 into shares of Finisar Common Stock, together with (i) a "Transmittal Letter") duly executed letter of transmittal (in a form to be provided by Finisar prior to the Closing), which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Finisar and InterSAN may reasonably specify). After , and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) representing the Certificates in exchange for shares of Rowan Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election FormFinisar Common Stock, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the number of whole shares of FNB Finisar Common Stock and the cash to into which such holder is entitled hereunder (including any cash payments InterSAN Capital Stock has been converted pursuant to which such holder is entitled hereunder the provisions of Section 2.2 less the number of whole Escrow Shares in respect of rights to receive fractional shares and any dividends or other distributions to which such holder InterSAN Capital Stock that is entitled placed in escrow pursuant to Section 1.8(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 shares2.4. The certificate(s) Certificates so surrendered shall immediately be duly endorsed as the Exchange Agent may requirecanceled. If there requested by a holder of record of InterSAN Capital Stock in the letter of transmittal delivered to Finisar, Finisar shall cause the shares of Finisar Common Stock issued in exchange for the shares of InterSAN Capital Stock to be transferred by book entry to an account established by such holder at a broker to be identified by InterSAN who shall be reasonably acceptable to Finisar. If requested by a holder of InterSAN Common Stock acquired upon the exercise of an InterSAN Option for which InterSAN is obligated to withhold federal or state taxes, Finisar shall retain the number of shares of Finisar Common Stock otherwise issuable to such holder equal to the amount of InterSAN’s statutory tax withholding obligations in complete satisfaction of the holder’s liability therefor to InterSAN and Finisar. In the event of a transfer of ownership of any shares of Rowan InterSAN Capital Stock which is not registered in the transfer records of RowanInterSAN, the Merger Consideration shall shares of Finisar Common Stock to which the holder is entitled may be issued to the a transferee thereof if the certificates Certificate representing such Rowan InterSAN Capital Stock are is presented to the Exchange Agent, Agent accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, represent only the right to receive upon demand, such surrender the shares of Finisar Common Stock and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property in lieu of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Finisar Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawas contemplated by this Section 2.3.

Exchange Procedures. After At the Effective Time, FNB (i) each Company Stockholder shall cause deliver to Sub (A) a stock power in the ------------------- Exchange Agent to mail form attached hereto as Exhibit 1.4(a), (B) a letter of Non-distributive Intent (as described in Section 2.15, and in the form attached as Exhibit 2.15) and (C) any other documents required by this Agreement, (ii) Sub shall deliver to the shareholders White & Xxx, LLP, (the "Escrow Agent") by wire transfer of Rowan of record immediately available funds to an account designated in writing to Sub or EDG at least one business day prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelyClosing, a "Transmittal Letter"cash amount in United States currency equal to the sum of (x) (which shall specify that delivery shall be effectedthe Fractional Cash, if any, applicable to such Company Stockholder, and risk (y) the product of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s(I) representing shares of Rowan Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Company Stock owned by such Company Stockholder immediately prior to the Effective Time, and (II) the Merger Cash, and (iii) EDG shall issue and deliver to the Escrow Agent for the benefit of each Company Stockholder a certificate of EDG Common Stock for the number of whole shares of EDG Common Stock that comes closest to but does not exceed the product of (I) the number of shares of Company Stock owned by such Company Stockholder immediately prior to the Effective Time, and (II) the Conversion Number. The Escrow Agent shall hold sixty percent (60%) of the EDG Common Stock issued to the Certain Stockholders hereby to be distributed or cancelled in accordance with the terms and conditions of an Escrow Agreement in the Form of Exhibit 1.4(b) attached hereto (the "Escrow Agreement") subject to the terms of Section 9.13 and 9.16 hereof, and shall distribute the remaining shares of EDG Common Stock, the Merger Cash and the Fractional Cash to the Company Stockholders. The portion of the shares of EDG Common Stock to be escrowed on behalf of each Certain Stockholder shall be in proportion to the aggregate number of shares of EDG Common Stock such Certain Stockholder is entitled to receive in the Merger by virtue of ownership of outstanding shares of Company Stock. In the event that EDG changes (or establishes a record date for changing) the number of shares of EDG Common Stock issued and outstanding prior to the Effective Time as result of a stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding EDG Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent record date therefore shall be obligated prior 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 Effective Time, the Conversion Number shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawproportionately adjusted.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Capital Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock and to be deposited in the cash Escrow Fund on such holder's behalf pursuant to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 7 hereof), to which such holder is entitled pursuant to Section 1.8(c))1.6 and cash in lieu of fractional shares, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I 7 hereof, Parent shall thereafter look only cause to FNB for payment be distributed to the Escrow Agent a certificate or certificates (in such denominations as may be requested by the Escrow Agent) representing that number of their claim for FNB shares of Parent Common Stock and/or cash and any dividends or distributions with respect equal to FNB Stock. Any portion the Escrow Amount, which certificate shall be registered in the name of the Exchange Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and shall be available to compensate Parent as provided in Article 7. Until surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Rowan Company Capital Stock five years will be deemed from and after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property Time, for all corporate purposes, other than the payment of any government entity) shalldividends, to evidence the extent permitted by applicable law, become ownership of the property number 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 Exchange Agent shall be liable to any holder of full shares of Rowan Parent Common Stock for any amounts paid or properly delivered into which such shares of Company Capital Stock shall have been so converted and cash in good faith to a public official pursuant to any applicable abandoned property lawlieu of fractional shares.

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at ("Former Target Stockholders") of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Capital Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written (ii) instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk for use in effecting the surrender of loss and title to the certificate Certificates in exchange for certificates representing shares of Rowan Acquiror Capital Stock prior to such Effective Time shall pass, only upon proper delivery (and cash in lieu of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specifyfractional shares). After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan Stock a Certificate for cancellation to the Exchange AgentAcquiror or such agent or agents as may be appointed by Acquiror, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Acquiror Capital Stock less the number of shares of FNB Acquiror Capital Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Target Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, including the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Acquiror Capital Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Capital Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months any fractional shares in accordance with Section 1.6. As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I Section 8.3 hereof, Acquiror shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends be delivered to the Escrow Agent (as defined in Section 8.3 hereof) a certificate or distributions with respect to FNB Stock. Any portion certificates representing the Total Escrow Shares (as defined below) which shall be registered in the name of the Exchange Fund remaining unclaimed by Escrow Agent as nominee for the holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior Certificates cancelled pursuant to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled thereinthis Section 1.7. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent The "Total Escrow Shares" shall be liable to any holder that number of shares of Rowan Acquiror Capital Stock to be obtained by Former Target Stockholders in the Merger equal to ten percent (10%) of the Total Target Consideration (excluding Target Option Reserve). Such shares shall be beneficially owned by such holders and shall be held in escrow and shall be available to compensate Acquiror for any amounts paid or properly delivered certain damages as provided in good faith to a public official pursuant to any applicable abandoned property lawArticle VIII. To the extent not used for such purposes, such shares shall be released, all as provided in Article VIII hereof.

Exchange Procedures. After As soon as practicable following the vote of the Company Stockholders approving the Merger Agreement and the transactions contemplated hereby and prior to the Effective Time, FNB Acquiror shall cause the ------------------- Exchange Agent deliver to mail to the shareholders of Rowan each holder of record at of a certificate or certificates of Company Common Stock representing outstanding shares of Company Common Stock (the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal LetterCertificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to Acquiror) and (ii) instructions for use in effecting the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Acquiror Common Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentAcquiror, together with a properly completed such letter of transmittal, duly executed, and duly executed Transmittal Letter or, such other documents as applicable, Election Formmay be required pursuant to such instructions, the holder of such certificate(s) Certificate shall be entitled entitled, as soon as reasonably practicable after the Effective Time, to receive in exchange therefor the (i) a certificate representing that number of whole shares of FNB Acquiror Common Stock and the cash to which such holder is entitled hereunder (including any cash payments has the right to which such holder is entitled hereunder receive in respect of rights such Certificate (after taking into account all shares of Company Common Stock then held by such holder under all such Certificates so surrendered), less the five percent (5%) of such shares of Acquiror Common Stock to receive be deposited into escrow pursuant to Section 2.3(a), and (ii) cash in lieu of fractional shares and any dividends or other distributions of Acquiror Common Stock to which such holder is entitled pursuant to Section 1.8(c2.2(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) Certificates so surrendered shall forthwith be duly endorsed canceled. Until surrendered as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowancontemplated by this Section 2.2, the Merger Consideration each Certificate shall be issued to the transferee thereof if the certificates representing such Rowan 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 deemed at any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months time after the Effective Time shall to represent only the right to receive upon such surrender the shares of Acquiror Common Stock and cash in lieu of fractional shares issuable in exchange therefor, except as otherwise required under New York Law in respect of Company Dissenting Shares. No interest will be delivered paid or will accrue on any cash payable pursuant to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawII.

Exchange Procedures. After Promptly after the Effective Time, FNB Buyer shall cause instruct the ------------------- Exchange Agent to and the Exchange Agent shall mail to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials represented outstanding shares of Seller Stock and other appropriate written instructions Buyer Preferred Stock (collectively, a the "Transmittal LetterCertificates") whose shares of Seller Stock and Buyer Preferred Stock were converted pursuant to Sections 2.01 and 2.02 into the right to receive shares of Buyer Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Buyer and Seller may reasonably specify). After ) and (ii) instructions for effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Buyer Stock (plus cash in lieu of fractional shares, if any, of Buyer Stock as provided below). Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be mutually appointed by Buyer and Seller, together with a properly completed and such letter of transmittal, duly executed Transmittal Letter or, as applicable, Election Formexecuted, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of FNB Buyer Stock and the cash to which such holder is entitled hereunder (including any cash payments has the right to which receive pursuant to the provisions of this Article II after taking into account all the shares of Seller Stock or Buyer Preferred Stock then held by such holder is entitled hereunder in respect of rights to receive fractional shares under all such Certificates so surrendered, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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) Certificate so surrendered shall immediately be duly endorsed as cancelled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Seller Stock or Buyer Preferred Stock which is not registered in the transfer records of RowanSeller, or Buyer, as the Merger Consideration shall case may be, a certificate representing the proper number of shares of Buyer Stock may be issued to the a transferee thereof if the certificates Certificate representing such Rowan Seller Stock are or Buyer Preferred Stock is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.04, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, represent only the right to receive upon demand, such surrender the certificate representing shares of Buyer Stock and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property in lieu of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Buyer Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawas contemplated by this Section 2.04.

Exchange Procedures. After As soon as reasonably practicable after the Effective Time, FNB Verigy or Holdco, as applicable, shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time who did not previously submit represented outstanding shares of LTX-Credence Common Stock, or non-certificated shares of LTX-Credence Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted into the right to receive Issued Ordinary Shares pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(e) and any dividends or other distributions payable pursuant to Section 1.7(d): (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates or Book Entry Shares to the Exchange Agent Agent) and which shall otherwise be in such customary form and have such (ii) instructions for effecting the surrender of the Certificates or Book Entry Shares in exchange for whole Issued Ordinary Shares, cash in lieu of any fractional shares pursuant to Section 1.6(e) and any dividends or other provisions as FNB may reasonably specifydistributions payable pursuant to Section 1.7(d). After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan Stock the Certificates or Book Entry Shares for cancellation to the Exchange Agent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, in accordance with the instructions thereto and such other documents as applicable, Election Formmay reasonably be required by the Exchange Agent, the holder of record of such certificate(s) Certificates or Book Entry Shares shall be entitled to receive in exchange therefor the number of shares of FNB Stock whole Issued Ordinary Shares (after taking into account all Certificates and the cash to which Book Entry Shares surrendered by such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions record) to which such holder is entitled pursuant to Section 1.8(c))1.6(a) (which shall, subject to any required withholding applicable Legal Requirements, be in uncertificated book entry form unless a physical certificate is requested by the holder of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any record), a cash payment in lieu of such payments in cash or stock until fractional shares which such holder surrenders has the certificate(sright to receive pursuant to Section 1.6(e) representing such holder's shares. The certificate(s) and a cash payment for any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates and Book Entry Shares so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of RowanEffective Time, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by for all documents required, in the reasonable judgment of FNB and the Exchange Agentcorporate purposes, to evidence and effect only the right to receive the number of whole Issued Ordinary Shares into which such transfer and to evidence that any applicable stock transfer taxes shares of LTX-Credence Common Stock shall have been paid. Any portion converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan who have not previously complied fractional shares in accordance with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash Section 1.6(e) and any dividends or other distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official payable pursuant to any applicable abandoned property lawSection 1.7(d).

Exchange Procedures. After Promptly after the Effective Time, FNB Parent shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at (as of the Effective Time) of a certificate or certificates ("Certificates"), which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Parent Ordinary Shares pursuant to Section 1.4, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have contain such other provisions as FNB Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Ordinary Shares, cash in lieu of any fractional shares pursuant to Section 1.4(c) and any dividends or other distributions pursuant to Section 1.5(d). After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan Stock Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder holders of such certificate(s) 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 Parent Ordinary Shares into which their shares of FNB Company Common Stock and were converted at the cash to Effective Time, payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights holders have the right to receive fractional shares pursuant to Section 1.4(c) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.8(c)1.5(d), subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificates so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of RowanEffective Time, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by for all documents required, in the reasonable judgment of FNB and the Exchange Agentcorporate purposes, to evidence and effect ownership of the number of whole Parent Ordinary Shares into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Common Stock shall have been paid. Any portion so converted, and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed issuance of any fractional shares in accordance with Section 1.4(c) and any dividends or distributions payable pursuant to the Section 1.5(d). No interest shall be paid or will accrue on any cash payable to holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered Certificates pursuant to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.I.

Exchange Procedures. After (i) As soon as reasonably practicable after the Effective TimeClosing Date, FNB shall cause but in any event, within ten (10) Business Days thereafter, the ------------------- Exchange Agent to shall mail to the shareholders of Rowan every holder of record at of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time who did and that has not previously submit delivered its Certificates (as defined below) together with a properly completed Election Form and duly executed letter of transmittal materials in customary form (the “Letter of Transmittal”) and other appropriate written every Company Optionholder and the holders of the Excluded Company Warrants: (A) a form of Letter of Transmittal and (B) instructions for use of the Letter of Transmittal in effecting the surrender of (collectively, a "Transmittal Letter"1) certificates which immediately prior to the Effective Time represented issued and outstanding Company Capital Stock that were converted into the right to receive cash (or the potential to receive cash in the form of Earnout Payment) and/or shares of Acquirer Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.8(a) (which the “Certificates”) and (2) Company Options and the Excluded Company Warrants that were converted into a CR. The Letter of Transmittal for the Certificate holders shall specify that delivery of Certificates shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock to receipt thereof by the Exchange Agent, together with a properly completed and duly executed Transmittal Letter orof Transmittal, as applicable, Election Form, duly executed on behalf of each Person effecting the holder surrender of such certificate(s) Certificates. The Letters of Transmittal for the Certificate holders shall be entitled to receive in exchange therefor the number of shares of FNB Stock such form and the cash to which have such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends other provisions as Acquirer or other distributions to which such holder is entitled pursuant to Section 1.8(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 Rowan Stock not registered in the transfer records of Rowanreasonably specify, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 including that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall Holders agree to be delivered to FNB, upon demand, and any shareholders of Rowan who have not previously complied with bound by the provisions of this Section 1.9 and Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 8 of this Agreement notwithstandingand agree to release the Company and the Surviving Entity from any claims, neither FNB nor rights, liabilities and causes of action whatsoever based upon, relating to or arising out of the Exchange Agent Certificates. The Letter of Transmittal shall include an agreement that signature thereon or acceptance of cash or stock merger consideration constitutes an agreement to be liable to any holder bound by the indemnity provisions of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawthis Agreement.

Exchange Procedures. After Promptly after the Effective Time, FNB the Exchange Agent shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Cloudscape Capital Stock whose shares were converted into the right to receive shares of Informix Common Stock pursuant to Section 1.6 of the Reorganization Agreement and Section 4.1 hereof, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Informix may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Informix Common Stock. Upon surrender of a Certificate for cancellation (or an appropriate affidavit as provided in Section 4.5 below) to the Exchange AgentAgent or to such other agent or agents as may be appointed by Informix, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to promptly receive in exchange therefor a certificate representing the number of whole shares of Informix Common Stock (less the number of shares of FNB Stock Informix Common Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 4.1(d) hereof and Article VIII of the Reorganization Agreement), plus cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions in accordance with Section 4.1 hereof, to which such holder is entitled pursuant to Section 1.8(c))4.1 hereof and the Reorganization Agreement, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion VIII of the Exchange Reorganization Agreement, Informix shall cause to be distributed to the Escrow Agent (as defined in Article VIII of the Reorganization Agreement) a certificate or certificates representing that number of shares of Informix Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii) of the Reorganization Agreement, such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and such shares shall be available to compensate Informix as provided in Article VII of Rowan the Reorganization Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Cloudscape Capital Stock five years will be deemed from and after the Effective Time (or Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Informix Common Stock into which such earlier date immediately prior shares of Cloudscape Capital Stock shall have been so converted and the right to such time as such portion would otherwise escheat to or become property receive an amount in cash in lieu of the issuance of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawaccordance with Section 4.1 hereof.

Exchange Procedures. After Prior to the Effective TimeClosing, FNB Parent shall cause to be mailed to each Company Stockholder (i) a letter of transmittal (which shall be in such form and contain such provisions as Parent and the ------------------- Exchange Agent to mail to the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials Company shall mutually agree and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing certificates which immediately prior to the Effective Time represented outstanding shares of Rowan Company Capital Stock prior (the “Company Certificates”) whose shares are converted into the right to such Effective Time receive Stockholder Cash Payments pursuant to Section 1.6(b), shall pass, only upon proper delivery of such certificates the Company Certificates to the Exchange Agent Parent) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Stockholder Cash Payment to which such Company Stockholder is entitled pursuant to Section 1.6(b). At the Closing, each Company Stockholder who has delivered to the Parent at least two (2) business days prior to the Closing Date Company Certificate(s) for cancellation and a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, shall be entitled to receive, and Parent shall promptly deliver in exchange therefor, the Stockholder Cash Payment to be received (less any amount of cash to be deposited in the Escrow Fund (as defined in Section 7.2(b) hereof) on such form holder’s behalf pursuant to this Section 1.8(a) and have such other provisions Article VII hereof), and the Company Certificate so surrendered shall forthwith be cancelled. As soon as FNB may reasonably specifypracticable after the Effective Time, Parent shall deliver to the Escrow Agent (as defined in Article VII) an amount equal to the Escrow Amount out of the cash otherwise payable pursuant to Section 1.6 and this Section 1.8(a). After The portion of the Effective Time and upon the proper surrender Escrow Amount contributed on behalf of certificate(s) representing shares of Rowan Stock any Company Stockholder shall be equal to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, quotient of (i) the holder of cash such certificate(s) shall Company Stockholder would otherwise be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 Merger by virtue of ownership of any outstanding shares of Rowan Company Capital Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued immediately prior to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior the “Stockholder Cash Payment”), divided by (ii) the sum of all Stockholder Cash Payments payable to such time as such portion would otherwise escheat to or become property of any government entity) shall, to all Company Stockholders at the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawEffective Time.

Exchange Procedures. After Promptly after the Effective Time, FNB shall cause the ------------------- U.S. Exchange Agent to will mail to the shareholders each former record holder of Rowan shares of record at the Effective Time who did not previously submit Chrysler Common Stock entitled to receive U.S. Merger Consideration pursuant to Section 2.4(b) a completed Election Form form of letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that the delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such a certificate or certificates formerly representing shares of Chrysler Common Stock ("Old Chrysler Certificates") to the U.S. Exchange Agent and which instructions for use in effecting the surrender to the U.S. Exchange Agent of Old Chrysler Certificates in exchange for Newco ADSs. The letter of transmittal shall be in such form and have contain such other provisions terms and conditions as FNB may Daimler-Benz and Chrysler reasonably specify). After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan Stock an Old Chrysler Certificate to the U.S. Exchange Agent, together with a properly completed and letter of transmittal duly executed Transmittal Letter orand completed in accordance with the instructions thereto, as applicableand any other documents reasonably required by the U.S. Exchange Agent or Daimler-Benz and Chrysler, Election Form, (i) the holder of such certificate(s) Old Chrysler Certificate shall be entitled to receive in exchange therefor (x) a certificate registered in the name of such holder representing the number of whole Newco ADSs and any fractional Newco ADS into which the shares of FNB Stock previously represented by such Old Chrysler Certificate shall have been converted at the Effective Time and the cash (y) if applicable, a check payable to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect representing the payment of rights to receive fractional shares and any dividends or other and distributions to which such holder is entitled pursuant to Section 1.8(c)2.5(c), subject and (ii) such Old Chrysler Certificate shall forthwith be cancelled. If any cash is to be paid to, or any required withholding of applicable taxes. Neither FNB nor certificate representing Newco ADSs is to be issued in the Exchange Agent name of, a person other than the person in whose name the Old Chrysler Certificate so surrendered in exchange therefor is registered, it shall be obligated to deliver any a condition of such payments in cash the payment or stock until such holder surrenders issuance that the certificate(s) representing such holder's shares. The certificate(s) Old Chrysler Certificate so surrendered shall be duly properly endorsed as or otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the payment of cash to, or the issuance of a certificate representing Newco ADSs in the name of, a person other than the registered holder of the Old Chrysler Certificate so surrendered or shall establish to the satisfaction of the U.S. Exchange Agent may requireand Newco AG that such tax has been paid or is not applicable. If there is a transfer of ownership of any shares of Rowan Stock not registered Until surrendered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan who have not previously complied accordance with the provisions of this Article I shall thereafter look Section 2.5 and subject to the third sentence of Section 2.4(b), each Old Chrysler Certificate shall, at and after the Effective Time, represent for all purposes only the right to FNB for payment of their claim for FNB Stock and/or cash receive Newco ADSs and any dividends or and distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shallprovided in Section 2.5(c), to the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawif any.

Exchange Procedures. After As soon as practicable after the ------------------- Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Acquiror may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Acquiror Common Stock (and cash in lieu of fractional shares) including instructions for transfers in conformity with Section 1.7(e) and instructions pursuant to Section 1.9 in the case of a lost, stolen or destroyed certificate (the "Letter of Transmittal"). Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with a properly such Letter of Transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock less the number of shares of FNB Acquiror Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, except for Certificates representing Dissenting Shares, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Target Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Acquiror Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Capital Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates any fractional shares in accordance with Section 1.6. Certificates representing Rowan Stock for six months Dissenting Shares shall be converted in accordance with Section 1.6(f) hereof. As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I Section 8.3 hereof, Acquiror shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends be delivered to the Escrow Agent (as defined in Section 8.3 hereof) a certificate or distributions with respect to FNB Stock. Any portion certificates representing twenty percent (20%) of the Exchange Fund remaining unclaimed by Total Acquiror Shares which shall be registered in the name of the Escrow Agent as nominee for the holders of Rowan Stock five years after Certificates cancelled pursuant to this Section 1.7. Such shares shall be beneficially owned by such holders and shall be held in escrow and shall be available to compensate Acquiror for certain damages as provided in Article VIII. To the Effective Time (or extent not used for such earlier date immediately prior purposes, such shares shall be released to such time shareholders, all as such portion would otherwise escheat to or become property of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered provided in good faith to a public official pursuant to any applicable abandoned property lawArticle VIII hereof.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB the Exchange Agent, pursuant to the terms of an exchange agent agreement to be entered into with Hughes prior to the Effective Time, shall cause the ------------------- Exchange Agent to mail to each holder xx xxcord of a certificate or certificates (the shareholders of Rowan of record at "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Raytheon Common Stock whose shares were converted into shares of Hughes Class B Common Stock pursuant to Section 2.1(b): (i) a completed Election Form xxxxxr of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Hughes and Raytheon may reasonably specify). After , and (ii) instructions for exxxxxxng the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Hughes Class B Common Stock. Upon surrender of a Certificate xxx xancellation to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Formletter of transmittal, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the (x) a certificate representing that number of shares of FNB Hughes Class B Common Stock and the cash to which such holder is entitled hereunder has the right tx xxxxive pursuant to Section 2.1 and (including any cash payments to y) a check representing the unpaid dividends and distributions, if any, which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))the provisions of this Article, subject after giving effect to any required withholding of applicable taxes. Neither FNB nor tax pursuant to Section 2.4(c) below, and the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders shares represented by the certificate(s) representing such holder's shares. The certificate(s) Certificate so surrendered shall forthwith be duly endorsed as canceled. No interest will be paid or accrued on unpaid dividends and distributions, if any, payable to holders of Raytheon Common Stock ("Raytheon Stockholders"). In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Raytheon Common Stock which is not registered in on the transfer records of RowanRaytheon, a certificate representing the Merger Consideration shall proper number of shares of Hughes Class B Common Stock, together with a check for the caxx xx be paid in lieu of unpaid dividends and distributions, if any, may be issued to the such transferee thereof if the certificates Certificate representing such Rowan shares of Raytheon Common Stock are held by such transferee is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent that number of whole shares of Hughes Class B Common Stock into which the shares of Raytheon Xxxxxn Stock formerly represented by such Certificate shall be delivered to FNBhave been converted, upon demand, and any shareholders of Rowan who have not previously complied together with the provisions of this Article I shall thereafter look only right to FNB for payment of their claim for FNB Stock and/or cash receive any unpaid dividends and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawdistributions.

Exchange Procedures. After As soon as reasonably practicable after the ------------------- Effective Time, FNB Holdco and the Surviving LLC shall cause instruct the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of a Devnet Certificate or Certificates whose Units were converted into the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions right to receive the Devnet Merger Consideration (collectively, a "Transmittal Letter"less the Escrow Shares) pursuant to Section 4.8(a) (which shall specify i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Units shall pass, only upon proper delivery of such the certificates evidencing the Units (the "Devnet Certificates") to the Exchange Agent and which shall be Agent, in such form and have such with other provisions as FNB Holdco and the Surviving LLC may reasonably specify). After specify and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) representing shares the Devnet Certificates in exchange for the Initial Merger Consideration and any cash in lieu of Rowan Stock fractional shares. Upon surrender of a Devnet Certificate for cancellation to the Exchange Agent, together with a properly completed such letter of transmittal, duly executed, and duly executed Transmittal Letter orsuch other documents as reasonably may be required by the Exchange Agent, as applicableand acceptance thereof by the Exchange Agent, Election Form, the each holder of such certificate(s) a Devnet Certificate shall be entitled to receive in exchange therefor (A) a certificate representing the number of whole shares of FNB Holdco Common Stock comprising the Devnet Merger Securities that such holder has the right to receive pursuant to the provisions of this Article IV less the number of Escrow Shares to be deposited on such holder's behalf pursuant to Article XIII hereof 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 IV, including the Cash Consideration and cash in lieu of fractional shares pursuant to Section 4.8(e) and dividends and other distributions pursuant to this Section 4.8(b). The Exchange Agent shall accept such Devnet 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, and the Devnet Certificate so surrendered shall forthwith be canceled. After the Effective Time, there shall be no further transfer of Devnet Certificates on the books and records of the Surviving LLC or its transfer agent and, if such Devnet Certificates are presented to the Surviving LLC or its transfer agent for transfer, they shall be canceled against delivery of the Initial Merger Consideration and any cash payable pursuant to this Section 4.8(b) or Section 4.8(e) that such holder has the right to receive pursuant to the provisions of this Article IV, and the Devnet Certificate so surrendered shall forthwith be canceled. If any certificates for shares of Holdco Common Stock are to be issued in a name other than that in which the Devnet Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Devnet Certificate so surrendered shall be properly endorsed, with the signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to Holdco or its transfer agent any transfer or other taxes required by reason of the issuance of certificates representing such shares of Holdco Common Stock in a name other than that of the registered holder of the Devnet Certificate surrendered, or establish to the satisfaction of Holdco or its transfer agent that such tax has been paid or is not required to be paid under the applicable law. Until surrendered as contemplated by this Section 4.8(b), each Devnet Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender certificates representing the shares of Holdco Common Stock to which such holder is entitled hereunder and cash and other dividends, distributions or payments as contemplated by this Article IV. Subject to applicable law, following surrender of any such Devnet Certificate, there shall be paid to the record holder thereof, the certificates representing the shares of Holdco Common Stock issued in exchange therefor, as well as, (x) at the time of such surrender, the amount of cash payable pursuant to this Article IV, including any the Cash Consideration and cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares pursuant to Section 4.8(e) and any (y) at the time of such surrender, the amount of dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such or 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 with a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months record date after the Effective Time shall theretofore paid (or to be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions paid) with respect to FNB shares of Holdco Common Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (In no event shall Persons entitled to receive such Cash Consideration or such earlier date immediately prior other dividends, distributions or payments be entitled to such time as such portion would otherwise escheat to or become property of receive any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawthereon.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding shares of Company Capital Stock (collectively, a the "Transmittal LetterCertificates") and which shares were converted into shares of Parent Common Stock and the right to receive cash pursuant to Section 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 certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Parent Common Stock and the right to receive cash as provided herein. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of FNB Parent Common Stock and (less the cash amount of the Escrow Shares to which be deposited in the Escrow Fund on such holder is entitled hereunder (including any cash payments holder's behalf pursuant to which Article 7 hereof and, if applicable, the amount of Retention Stock to be deposited in the Retention Escrow Fund on such holder is entitled hereunder in respect of rights holder's behalf pursuant to receive fractional shares Section 1.13), and any dividends or other distributions respective Fractional Share Cash Amount and such holder's portion of the Aggregate Cash Consideration pursuant to Section 1.6 to which such holder is entitled pursuant to Section 1.8(c)), subject 1.6 (less the amount of the Retention Cash to any required withholding of applicable taxes. Neither FNB nor be deposited in the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing Retention Escrow Fund on such holder's shares. The certificate(s) behalf pursuant to Section 1.13), and the Certificate so surrendered shall be duly endorsed as canceled. Until surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Company Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence the ownership of the amount of cash and effect the number of full shares of Parent Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Capital Stock shall have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawso converted.

Exchange Procedures. After As soon as practicable after the Effective Time------------------- Time of the Merger (but no later than fifteen (15) days thereafter), FNB shall cause the ------------------- Exchange Agent to shall mail to the shareholders of Rowan each holder of record at of a certificate or certificates that immediately prior to the Effective Time who did not previously submit of the Merger represented outstanding shares of NetSource Common Stock (the "Certificates"), whose shares are being converted into NIT Common Stock pursuant to Section 2 and the Merger Agreement, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB NIT may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) representing shares the Certificates in exchange for NIT Common Stock. Upon surrender of Rowan Stock a Certificate for cancellation to the Exchange Agent, Agent or to such other agent or agents as may be appointed by NIT together with a properly completed and such letter of transmittal, duly executed Transmittal Letter or, as applicable, Election Formexecuted, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the number of shares of FNB NIT Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c2 hereof (less the number of shares of NIT Common Stock to be deposited in escrow pursuant to Section 2.4 )), 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) Certificate so surrendered shall immediately be duly endorsed as canceled. NIT shall make customary provisions for lost stock certificates. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan NetSource Common Stock that is not registered in the transfer records of RowanNetSource, the Merger Consideration shall appropriate number of shares of NIT Common Stock may be issued delivered to the a transferee thereof if the certificates Certificate representing such Rowan NetSource Common Stock are is presented to the Exchange Agent, Agent and accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 7.2 , each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after Merger to represent the Effective Time (or right to receive upon such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to surrender the 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 Exchange Agent shall be liable to any holder number of shares of Rowan NIT Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawas provided by this Section and by the DGCL.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding shares of Company Capital Stock (collectively, a the "Transmittal LetterCertificates") and which shares were converted into the right to receive shares of Broadcom Common Stock pursuant to Section 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 certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Broadcom may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Broadcom Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Broadcom, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Broadcom Common Stock (less the number of shares of FNB Broadcom Common Stock and to be deposited in the cash Escrow Fund on such holder's behalf pursuant to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 7 hereof), to which such holder is entitled pursuant to Section 1.8(c)), subject 1.6 and cash in lieu of fractional shares 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 which such holder surrenders is entitled pursuant to Section 1.9, and the certificate(s) representing such holder's shares. The certificate(s) Certificate so surrendered shall be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I 7 hereof, Broadcom shall thereafter look only cause to FNB for payment be distributed to the Depositary Agent a certificate or certificates (in such denominations as may be requested by the Depositary Agent) representing that number of their claim for FNB shares of Broadcom Common Stock and/or cash and any dividends or distributions with respect equal to FNB Stock. Any portion the Initial Escrow Amount, which certificate shall be registered in the name of the Exchange Depositary Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and shall be available to compensate Broadcom as provided in Article 7. Until surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Rowan Company Capital Stock five years will be deemed from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends (subject to Section 1.11(c)), to evidence the ownership of the number of full shares of Broadcom Common Stock into which such shares of Company Capital Stock shall have been so converted (subject only to, if applicable, the expiration or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property early termination of any government entity) shall, waiting period under the HSR Act which is applicable to the 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 Exchange Agent shall be liable to any holder of shares such shares) and cash in lieu of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawfractional shares.

Exchange Procedures. After the Effective Time, FNB shall cause the ------------------- Exchange Agent Upon surrender o f a certificate or certificates which immediately prior to mail to the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding shares of Target Capital Stock (collectively, a "Transmittal LetterCertificate") (which shall specify that delivery shall be effected, and risk of loss and title to for cancellation at the certificate representing shares of Rowan Stock prior Closing or to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall agent or agents as may be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Formappointed by Acquiror, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock less the number of shares of FNB Acquiror Common Stock and to be deposited in the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 Escrow Fund on such holder's shares. The certificate(s) behalf pursuant to Article VIII hereof, and the Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Target Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Acquiror Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Capital Stock shall have been paidso converted. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VIII hereof, Acquiror shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends be distributed to the Escrow Agent (as defined in Article VIII hereof) a certificate or distributions with respect to FNB Stock. Any portion certificates representing ten percent (10%) of the Exchange Fund remaining unclaimed by holders Total Acquiror Shares (other than shares issuable upon exercise of Rowan outstanding options under the Target Stock five years Plan or upon exercise of warrants or still subject to vesting (after an acceleration of vesting at closing)) which shall be registered in the Effective Time (or such earlier date immediately prior names of the Target stockholders who otherwise would receive them pursuant to such time as such portion would otherwise escheat to or become property of any government entity) shall, this Agreement. The shares distributed to the 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 Exchange Escrow Agent shall be liable shares that are not subject to any holder of repurchase rights by Target. The shares of Rowan Stock distributed to the Escrow Agent shall be beneficially owned by such holders and shall be held in escrow and shall be available to compensate Acquiror for any amounts paid or properly delivered damages as provided in good faith to a public official pursuant to any applicable abandoned property lawArticle VIII. To the extent not used for such purpose, such shares shall be released, all as provided in Article VIII hereof.

Exchange Procedures. After Promptly following the Effective Time, FNB Parent shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at (as of the Effective Time) of a certificate or certificates (each, a "Certificate" and, collectively, the "Certificates"), which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6 hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f) -5- 7 hereof, and any dividends or other distributions pursuant to Section 1.7(d) hereof, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have contain such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) hereof, and any dividends or other distributions pursuant to Section 1.7(d) hereof. Upon surrender of Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be reasonably appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder holders of such certificate(s) Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of FNB Parent Common Stock and into which their shares of Company Common Stock were converted at the cash Effective Time pursuant to Section 1.6 hereof, payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights holders have the right to receive fractional shares pursuant to Section 1.6(f) hereof, and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.8(c1.7(d)), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated Section 1.7(d) hereof as 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB dividends and the Exchange Agentother distributions, to evidence and effect only the ownership of the number of full shares of Parent Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Common Stock shall have been paid. Any portion so converted pursuant to Section 1.6 hereof, and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed issuance of any fractional shares pursuant to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash Section 1.6(f) hereof and any dividends or other distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official payable pursuant to any applicable abandoned property lawSection 1.7(d) hereof.

Exchange Procedures. After Prior to the Effective Time, FNB the Company ------------------- shall cause provide a schedule to Parent which lists (i) the ------------------- Exchange Agent names and mailing addresses for all holders of Company Shares and (ii) the portion of Merger Consideration to mail which each such holder is entitled pursuant to Sections 1.6 and 1.11 hereof (the shareholders of Rowan of record at "Company Distribution Schedule"). Promptly after the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelyTime, a "Transmittal Letter") (which Parent shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates deliver to the Exchange Agent and for delivery to each holder of record of a certificate or certificates (the "Certificates") which shall be in such form and have such other provisions as FNB may reasonably specify). After immediately prior to the Effective Time represented outstanding Company Shares (i) a letter of transmittal in the form of Exhibit C hereto and upon instructions for use in --------- effecting the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Parent Common Stock and (ii) the Company Distribution Schedule. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) shall be entitled to Certificate shall, as soon as practicable thereafter, receive in exchange therefor therefor, (x) a certificate representing the number of whole shares of Parent Common Stock representing the number of shares of FNB Parent Common Stock and the cash to which that such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)), subject to any required withholding 1.6 (less the shares 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) Parent Common Stock representing such holder's shares. The certificate(spro rata contribution to the Escrow Fund), and (y) cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.11, and the Certificate so surrendered shall forthwith be duly endorsed as the Exchange Agent may requirecanceled. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of RowanUntil so surrendered, the Merger Consideration shall be issued each outstanding Certificate that, prior to the transferee thereof if Effective Time, represented Company Shares will be deemed from and after the certificates representing such Rowan Stock are presented to Effective Time, for all corporate purposes, other than the Exchange Agent, accompanied by all documents required, in the reasonable judgment payment of FNB and the Exchange Agentdividends, to evidence and effect the right to receive, upon surrender of such transfer and to evidence that any applicable stock transfer taxes Certificate, the number of full shares of Parent Common Stock into which the Company Shares represented by such Certificate shall have been paidso converted, together with an amount in cash in lieu of fractional shares, if any, in accordance with Section 1.11. Any portion of the shares of Parent Common Stock deposited with the Exchange Fund Agent pursuant to this Section 1.13(c) which remains undistributed to the holders of certificates the Certificates representing Rowan Stock Company Shares for six months one hundred and eighty (180) days after the Effective Time shall be delivered to FNBParent, upon demand, and any shareholders holders of Rowan Company Shares who have not previously theretofore complied with the provisions of this Article I shall thereafter look only to FNB Parent for payment such portion of their claim for FNB Stock and/or cash and Parent Common Stock, any dividends or distributions with respect to FNB Stock. Any portion Parent Common Stock and the amount of cash in lieu of the Exchange Fund remaining unclaimed by holders fraction of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property a share of any government entity) shallParent Common Stock, if any, to the 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 Exchange Agent shall which such holders may be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawentitled.

Exchange Procedures. After As soon as reasonably practicable after the Effective TimeTime but in any event not later than three business days thereafter, FNB the Parent shall cause the ------------------- Exchange Payment Agent to mail to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding Company Common Shares (collectively, a the "Transmittal LetterCertificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration (as defined below) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Payment Agent and which shall be in such form and have such other provisions as FNB the Parent may reasonably specify)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. After Parent will use its reasonable efforts to cause provision to be made for holders of Certificates to procure in person immediately after the Effective Time a letter of transmittal and upon instructions and to deliver in person immediately after the proper Effective Time such letter of transmittal and Certificates in exchange for the Merger Price for each Company Common Share represented by such Certificates. Upon surrender of certificate(s) representing shares of Rowan Stock a Certificate or Certificates for cancellation to the Exchange Payment Agent, together with a properly completed and such letter of transmittal duly executed Transmittal Letter or, as applicable, Election Formand completed in accordance with its terms, the holder of such certificate(s) Certificate or Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Price multiplied by the number of shares of FNB Stock and Company Common Shares formerly represented by the cash to which such holder is entitled hereunder surrendered Certificate(s) (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)the "Merger Consideration"), subject to any required applicable withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until tax, which such holder surrenders has the certificate(s) representing such holder's shares. The certificate(sright to receive pursuant to the provisions of this Article II, and the Certificate(s) so surrendered shall forthwith be duly endorsed canceled. Notwithstanding the foregoing, if the Merger Price includes an Arrow Contingent Distribution Right, the holder of such Certificate or Certificates shall be entitled to receive that portion of the Merger Price attributable to the Arrow Contingent Distribution Right at such time as the Exchange Agent may requireaggregate amount of the Arrow Contingent Distribution Right is determined in accordance with Annex I. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. If there is In the event of a transfer of ownership of any shares of Rowan Stock Company Common Shares prior to the Effective Time which is not registered in the transfer records of Rowanthe Company, the Merger Consideration shall may be issued to the a transferee thereof if the certificates Certificate representing such Rowan Stock are Company Common Shares is presented to the Exchange Agent, Payment Agent accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNBrepresent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II, upon demand, and any shareholders of Rowan who have not previously complied together with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions dividends, if any, which may have been declared by the Company on the Company Common Shares in accordance with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 terms of this Agreement notwithstanding, neither FNB nor and which remain unpaid at the Exchange Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Payment Agent shall be liable to any holder in connection with the distribution of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawthe Merger Consideration.

Exchange Procedures. After As soon as practicable following the Effective TimeClosing, FNB Parent shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders each Company Shareholder (i) a letter of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall be in such form and contain such provisions as Parent may reasonably specify and shall specify that delivery shall be effected, and risk of loss and title to the certificate representing certificates (the “Certificates”) which immediately prior to the Effective Time represent outstanding shares of Rowan Company Capital Stock prior whose shares are converted into the right to such Effective Time receive shares of Parent Common Stock pursuant to Section 1.6(b), shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent at the Closing) and (ii) instructions for use in effecting the surrender at the Closing of the Certificates in exchange for certificates representing such shares of Parent Common Stock to which shall be in such form and have such other provisions as FNB may reasonably specifyCompany Shareholder is entitled pursuant to Section 1.6(b). After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan Stock a Certificate at the Closing for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock to be deposited in the Escrow Fund on a Principal Shareholder’s behalf pursuant to Section 1.8(b) and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 7 hereof) to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as practicable after the Exchange Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent may require. If there is (as defined in Article VII) a transfer certificate or certificates representing that number of ownership of any shares of Rowan Parent Common Stock not equal to the Escrow Amount which shall be registered in the transfer records name of Rowan, the Merger Consideration Escrow Agent. Such shares shall be issued beneficially owned by the Principal Shareholders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificate that, prior to the transferee thereof if Effective Time, represented shares of Company Capital Stock will be deemed from and after the certificates representing such Rowan Stock are presented to Effective Time, for all corporate purposes, other than the Exchange Agent, accompanied by all documents required, in the reasonable judgment payment of FNB dividends and the Exchange Agentother distributions, to evidence and effect the ownership of the number of full shares of Parent Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Capital Stock shall have been paidso converted. Any portion of the Exchange Fund which remains undistributed -7- (d) Distributions With Respect to the holders of certificates representing Rowan Stock for six months Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Parent Common Stock five years with a record date after the Effective Time (or such earlier date immediately prior will be paid to such time as such portion would otherwise escheat to or become property the holder of any government entity) shall, unsurrendered Certificate with respect to the extent permitted by shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, become the property of FNB free and clear following surrender of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstandingsuch Certificate, neither FNB nor the Exchange Agent there shall be liable paid to any the record holder of thereof certificates representing whole shares of Rowan Parent Common Stock for any amounts issued in exchange therefor, plus the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid or properly delivered in good faith with respect to a public official pursuant to any applicable abandoned property law.such whole shares of Parent Common Stock. (e)

Exchange Procedures. After (a) Upon the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail to the shareholders each holder of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the an outstanding certificate representing shares of Rowan Stock GFH Shares prior to the Effective Date (a “GFH Certificate”) who has surrendered such Effective Time shall pass, only upon proper delivery of such certificates GFH Certificate to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and will, upon the proper surrender of certificate(s) representing shares of Rowan Stock to acceptance thereof by the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole HRB Shares which the aggregate number of shares of FNB Stock and the cash to which GFH Shares previously represented by such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled GFH Certificate(s) surrendered shall have been converted pursuant to Section 1.8(c))this Agreement and, subject to if such holder’s shares of GFH Shares have been converted into HRB Shares, any required withholding of applicable taxesother distribution on HRB Shares issuable in the Merger with a record date after the Effective Date, in each case without interest. Neither FNB nor the The Exchange Agent shall be obligated to deliver any of accept such payments in cash or stock until GFH Certificates upon compliance with such holder surrenders the certificate(s) representing such holder's shares. The certificate(s) so surrendered shall be duly endorsed reasonable terms and conditions as the Exchange Agent may requireimpose to effect an orderly exchange thereof in accordance with normal exchange practices. If there Upon the Effective Time, each GFH Certificate that is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented surrendered to the Exchange Agent, accompanied by all documents required, Agent 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan who have not previously complied accordance with the provisions of this Article I shall thereafter look only to FNB procedures provided for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) herein shall, except as otherwise herein provided, until duly surrendered to the 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 Exchange Agent be deemed to evidence ownership of the number of HRB Shares into which such GFH Shares shall have been converted. No dividends that have been declared by HRB will be remitted to any person entitled to receive HRB Shares hereunder until such person surrenders the GFH Certificate(s) representing GFH Shares, at which time such dividends shall be liable remitted to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawsuch person, without interest.

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Stock and Parent Common Stock, if any, to be deposited in the Escrow Fund (as defined in Section 8.2) on such holder's behalf pursuant to Article VIII hereof), plus cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed cancelled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VIII hereof, Parent shall thereafter look only cause to FNB for payment be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of their claim for FNB shares of Parent Common Stock and/or cash and any dividends or distributions with respect equal to FNB Stock. Any portion the Escrow Amount which shall be registered in the name of the Exchange Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Rowan Company Capital Stock five years will be deemed from and after the Effective Time (or Time, for all corporate purposes, to evidence the ownership of the number of full shares of Parent Common Stock into which such earlier date immediately prior shares of Company Capital Stock shall have been so converted and the right to such time as such portion would otherwise escheat to or become property receive an amount in cash in lieu of the issuance of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled thereinfractional share in accordance with Section 1.6. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.(d)

Exchange Procedures. After On the Effective TimeClosing Date, FNB shall cause the ------------------- Exchange Agent to mail to Shareholders will surrender the shareholders of Rowan of record at certificates representing their Company Capital Stock (the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal LetterCertificates") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent for cancellation together with the Shareholder Certificate in the form of Exhibit C hereto and which shall be a letter of transmittal in such form and have having such other provisions as FNB Parent may reasonably specify)request. After Parent shall provide such Shareholder Certificate and letter of transmittal to the Effective Time and upon Shareholders at least three (3) business days prior to the proper Closing Date. Upon surrender of certificate(s) representing shares of Rowan Stock a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and a properly Shareholder Certificate, duly completed and duly validly executed Transmittal Letter orin accordance with the instructions thereto, as applicable, Election Form, the Exchange Agent will promptly (but in no event more than five (5) business days after the Effective Time) deliver to the holder of such certificate(s) shall be entitled to receive Certificate in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.9(b) and the cash Article VII) to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder Shareholder is entitled pursuant to Section 1.8(c))1.7, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Company Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect only the right to receive the number of full shares of Parent Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Capital Stock shall have been paid. Any portion of the Exchange Fund which remains undistributed converted pursuant to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions (except as may otherwise be provided under Oregon Law with respect to FNB StockDissenting Shares). Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years As soon as practicable after the Effective Time (or such earlier date immediately prior but in no event more than five (5) business days after the Effective Time), and subject to such time as such portion would otherwise escheat and in accordance with the provisions of Article VII hereof, Parent shall cause to or become property of any government entity) shall, be distributed to the extent permitted by applicable law, become the property of FNB free and clear of any claims Escrow Agent (as defined in Article VII) a certificate or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder certificates representing that number of shares of Rowan Parent Common Stock for any amounts paid or properly delivered equal to the Escrow Amount, which shall be registered in good faith the name of the Escrow Agent. Such shares shall be beneficially owned by the holder on whose behalf such shares were deposited in the Escrow Fund and shall be available to a public official pursuant to any applicable abandoned property law.compensate Parent as provided in Article VII. (d)

Exchange Procedures. After Promptly after the Effective Time, FNB Parent ------------------- shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Capital Stock, whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Parent Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock less the number of shares of FNB Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Company Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Parent Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Capital Stock shall have been paid. Any portion so converted and the right to receive an amount of cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months any fractional shares in accordance with Section 1.6. As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VIII hereof, Parent shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends be distributed to the Escrow Agent (as defined in Article VIII hereof) a certificate or distributions with respect to FNB Stock. Any portion certificates representing ten percent (10%) of the Exchange Fund remaining unclaimed by Merger Shares which shall be registered in the name of the Escrow Agent as nominee for the holders of Rowan Stock five years after the Effective Time (or Certificates cancelled pursuant to this Section 1.7. Such shares shall be beneficially owned by such earlier date immediately prior holders and shall be held in escrow and shall be available to such time compensate Parent for certain damages as such portion would otherwise escheat to or become property of any government entity) shall, to provided in Article VIII hereof. To the extent permitted by applicable lawnot used for such purposes, 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 Exchange Agent such shares shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered released, all as provided in good faith to a public official pursuant to any applicable abandoned property lawArticle VIII hereof.

Exchange Procedures. After From and after the Effective Time, FNB a bank or trust company to be designated by Parent shall cause act as exchange agent (the ------------------- “Exchange Agent Agent”) in effecting the exchange of the applicable Parent Shares, Parent Warrants, Redemption Liability Shares, if any, and Redemption Warrants, if any, for certificates which immediately prior to mail to the shareholders of Rowan of record at the Effective Time who did not previously submit represented outstanding membership interests of Company Interests (“Company Interest Certificates”) and which were converted into the right to receive the applicable Parent Shares, Parent Warrants, Redemption Liability Shares, if and, and Redemption Warrants, if any, pursuant to Sections 2.01, 2.03 and 2.08. As promptly as practicable after the Effective Time, Parent and the Exchange Agent shall mail to each record holder of Company Interest Certificates a completed Election Form letter of transmittal materials (the “Letter of Transmittal”) in a form approved by Parent and other appropriate written the Company and instructions for use in surrendering such Company Interest Certificates and receiving the applicable Parent Shares, Parent Warrants, Redemption Liability Shares, if any, and Redemption Warrants, if any, pursuant to Sections 2.01, 2.03 and 2.08. Promptly after the Effective Time, but in no event later than ten (10) business days following the Effective Time, Parent shall cause to be deposited in escrow with the Escrow Agent all of the Escrow Shares and Escrow Warrants in the names set forth on Schedule 2.04(a) (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify“Escrow Securities”). After As used in this Agreement, “Escrow Warrants” shall refer to all Parent Warrants and Redemption Warrants, if any, deposited in escrow with the Effective Time and upon Escrow Agent. Upon the proper surrender of certificate(s) representing shares of Rowan Stock each Company Interest Certificate for cancellation to the Exchange Agent, together with a properly completed Letter of Transmittal and duly executed Transmittal Letter or, such other documents as applicable, Election Form, the holder of such certificate(s) shall may reasonably be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.Parent:

Exchange Procedures. After As soon as reasonably practicable ------------------- after the Effective Time, FNB shall cause the ------------------- Exchange Agent to shall mail to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Cadis Capital Stock (each a completed Election Form transmittal materials "Certificate," and other appropriate written instructions (collectively, a the "Transmittal LetterCertificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Aspect Common Stock (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Aspect and Cadis may reasonably specify). After , and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Aspect Common Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Aspect, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Formletter of transmittal, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of FNB Aspect Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to the provisions of Section 1.8(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(s2.1(b) representing less such holder's shares. The certificate(s) pro rata portion of the Escrow Shares, and the Certificate so surrendered shall immediately be duly endorsed as canceled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Cadis Capital Stock which is not registered in the transfer records of RowanCadis, a certificate representing the Merger Consideration shall proper number of shares of Aspect Common Stock may be issued to the a transferee thereof if the certificates Certificate representing such Rowan Cadis Capital Stock are is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, represent only the right to receive upon demand, such surrender the certificate representing shares of Aspect Common Stock and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property in lieu of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Aspect Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawas contemplated by this Section 2.2.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record of Shares at the Effective Time who did not previously submit a completed Election Form transmittal materials and (other appropriate written instructions (collectively, a "Transmittal Letter"than holders of Excluded Shares) (which shall specify i) a letter of transmittal specifying that delivery of the Share Certificates shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Share Certificates shall pass, only upon proper delivery of such certificates the Share Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and which shall Agent, such letter of transmittal to be in such form and have such other provisions as FNB may Parent and the Company shall reasonably specifyagree, and (ii) instructions for use in effecting the surrender of the Share Certificates in exchange for (A) certificates representing shares of Parent Common Stock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares to be paid pursuant to this Agreement (such instructions shall include instructions for the payment of the Merger Consideration, cash in lieu of fractional shares, and dividends or other distributions to a Person other than the Person in whose name the surrendered Share Certificate is registered on the transfer books of the Company). After the Effective Time and Subject to Section 4.2(g), upon the proper surrender of certificate(s) representing shares of Rowan Stock a Share Certificate for cancellation to the Exchange Agent, Agent together with a properly such letter of transmittal, duly completed and duly executed Transmittal Letter or, as applicable, Election Formexecuted, the holder of such certificate(s) Share Certificate shall be entitled to receive in exchange therefor the (x) a certificate representing that number of whole shares of FNB Parent Common Stock and the cash to which that such holder is entitled hereunder to receive pursuant to this Section 4, (including y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions to which that such holder is entitled has the right to receive pursuant to the provisions of this Section 1.8(c))4, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Share Certificate so surrendered shall forthwith be duly endorsed as cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Exchange Agent may requireShare Certificates. If there is In the event of a transfer of ownership of any shares of Rowan Stock Shares that is not registered in the transfer records of Rowanthe Company, a certificate representing the Merger Consideration shall proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Share Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to the such a transferee thereof if the certificates Share Certificate formerly representing such Rowan Stock are Shares is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawtransfer.

Exchange Procedures. After Promptly, but in no event more than ten (10) business days, after the Effective Time, FNB shall cause EAST will instruct the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit evidenced outstanding shares of WEST Common Stock whose shares were converted into the right to receive shares of EAST Common Stock pursuant to Section 1.06 (the "Certificates"), (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent and which shall be in such form and have such other provisions as FNB EAST may reasonably specify). After ) and (ii) instructions to effect the Effective Time and upon the proper surrender of certificate(s) representing the Certificates in exchange for the certificates evidencing shares of Rowan EAST Common Stock and cash in lieu of any fractional shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by EAST, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter orin accordance with the instructions thereto, and such other customary documents as applicable, Election Formmay be required pursuant to such instructions, the holder of such certificate(s) Certificate shall be entitled to promptly receive in exchange therefor the (A) certificates evidencing that number of whole shares of FNB EAST Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and pursuant to Section 1.06, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)1.07(c), subject and (C) cash in lieu of fractional shares of EAST Common Stock 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 which such holder surrenders is entitled pursuant to Section 1.06(f) (the certificate(sEAST Common Stock, dividends, distributions and the cash described in this clause (C) representing such holder's shares. The certificate(s) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan WEST Common Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of EAST Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of WEST Common Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan who have not previously complied fractional shares in accordance with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash Section 1.06 and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official payable pursuant to any applicable abandoned property lawSection 1.07(c).

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan of record be mailed or provided at the Effective Time who did not previously submit Closing to each Company Stockholder (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Rowan the Company Common Stock prior or Company Preferred Stock whose shares were converted into the right to such Effective Time receive Merger Shares pursuant to Section 1.6(a), shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions consistent herewith as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares Merger Shares; provided, however, that such letter of Rowan Stock transmittal shall be substantially in the form and substance of a letter of transmittal and instructions approved by counsel for the Company at or before the Closing. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter orin accordance with the instructions thereto, as applicable, Election Form, the holder of such certificate(s) a Company Stockholder shall be entitled to receive in exchange therefor a certificate representing the number of whole Merger Shares (less the number of shares of FNB Parent Common Stock and to be deposited in the cash Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder Company Stockholder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VII hereof, Parent shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, be distributed to the extent permitted by applicable law, become the property of FNB free and clear of any claims Escrow Agent a certificate or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder certificates representing that number of shares of Rowan Parent Common Stock for any amounts paid or properly delivered in good faith equal to a public official pursuant to any applicable abandoned property law.the Escrow Amount, which shall be registered in

Exchange Procedures. After Within five (5) Business Days after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding shares of Company Capital Stock (collectively, a the "Transmittal LetterCertificates") and which shares were converted into the right to receive shares of Broadcom Common Stock pursuant to Section 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 certificate representing shares of Rowan Stock prior to such Effective Time Certificates, shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Broadcom may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Broadcom Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Broadcom, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Broadcom Common Stock (less the number of shares of FNB Broadcom Common Stock and to be deposited in the cash Escrow Fund on such holder's behalf pursuant to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 7), to which such holder is entitled pursuant to Section 1.8(c)), subject 1.6 and cash in lieu of fractional shares 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 which such holder surrenders is entitled pursuant to Section 1.9, and the certificate(s) representing such holder's shares. The certificate(s) Certificate so surrendered shall be duly endorsed as canceled. Broadcom shall cause payments to be made to each shareholder of the Exchange Agent may require. If there is a transfer Company within five (5) Business Days after the later of ownership (i) confirmation of any shares filing of Rowan Stock not registered in the transfer records Agreement of Rowan, Merger from the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to California Secretary of State and (ii) the Exchange Agent, accompanied by all documents required, in the reasonable judgment 's receipt of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paidshareholder's Certificate(s). Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I 7, Broadcom shall thereafter look only cause to FNB for payment be distributed to the Depositary Agent a certificate or certificates (in such denominations as may be requested by the Depositary Agent) representing that number of their claim for FNB shares of Broadcom Common Stock and/or cash and any dividends or distributions with respect equal to FNB Stock. Any portion the Escrow Amount, which certificate shall be registered in the name of the Exchange Depositary Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and shall be available to compensate Broadcom as provided in Article 7. Until surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Rowan Stock five years Company Capital Stock, will be deemed from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Broadcom Common Stock into which such shares of Company Capital Stock, shall have been so converted (subject only to, if applicable, the expiration or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property early termination of any government entity) shall, waiting period under the HSR Act which is applicable to the 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 Exchange Agent shall be liable to any holder of shares such shares) and cash in lieu of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawfractional shares.

Exchange Procedures. After As soon as practicable and in any event no more than 10 days following the Effective TimeClosing, FNB Parent shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders each Company Stockholder (i) a letter of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall be in such form and contain such provisions as Parent may reasonably specify and shall specify that delivery shall be effected, and risk of loss and title to the certificate representing certificates (the "Certificates"), which immediately prior to the Effective Time represent outstanding shares of Rowan Company Capital Stock prior whose shares are converted into the right to receive such Effective Time Company Stockholder's pro rata portion of the Total Merger Shares pursuant to Section 1.7, shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing such certificates Company Stockholder's pro rata portion of the Total Merger Shares (less any shares deposited into the Escrow Fund pursuant to Section 1.9(b) and Article VII hereof). Upon surrender of a Certificate for cancellation to the Exchange Agent and which shall be in such form and have or to such other provisions agent or agents as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock to the Exchange Agentbe appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Company Stockholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.9(b) and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article VII hereof) to which such holder is entitled pursuant to Section 1.8(c))1.7, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VII hereof, Parent shall thereafter look only cause to FNB for payment be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of their claim for FNB shares of Parent Common Stock and/or cash and any dividends or distributions with respect equal to FNB Stock. Any portion the Escrow Amount which shall be registered in the name of the Exchange Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Rowan Company Capital Stock five years will be deemed from and after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property Time, for all corporate purposes, other than the payment of any government entity) shalldividends, to evidence the extent permitted by applicable law, become ownership of the property number 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 Exchange Agent shall be liable to any holder of full shares of Rowan Parent Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawinto which such shares of Company Capital Stock shall have been so converted.

Exchange Procedures. After As promptly as practicable after the Effective Time, FNB shall cause the ------------------- Exchange Agent will send to mail each record holder of a Certificate other than Certificates to the shareholders be canceled pursuant to Section 1.8(c), (i) a letter of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such a form and have such other provisions as FNB Parent may reasonably specify)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. After As soon as reasonably practicable after the Effective Time and Time, each holder of a Certificate, upon the proper surrender of certificate(s) representing shares a Certificate to the Exchange Agent together with such letter of Rowan Stock to transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Parent Common Stock and the amount of cash (including amounts to be paid pursuant to Section 1.8(a)(i), in lieu of fractional shares of Parent Common Stock pursuant to Section 2.5 and in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.3), if any, into which the aggregate number of shares of FNB Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the cash Exchange Agent may impose to which such holder is entitled hereunder (including effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payments payable pursuant to Section 1.8, Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which such holder is entitled hereunder not registered in respect the transfer records of rights the Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash pursuant to receive Section 1.8(a) and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))2.3, 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued with respect to such Company Common Stock to a Person other than the transferee thereof Person in whose name the Certificate surrendered is registered if the certificates representing such Rowan Stock are Certificate is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer or other taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, represent only the right to receive upon demand, and any shareholders such surrender the Merger Consideration which the holder thereof has the right to receive in respect of Rowan who have not previously complied with such Certificate pursuant to the other provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawII.

Exchange Procedures. After As soon as reasonably practicable after the Effective Time, FNB shall cause the ------------------- Exchange Agent to shall mail to the shareholders of Rowan each holder of record at of a certificate or certificates which, immediately prior to the Effective Time who did not previously submit Time, represented outstanding shares of Drilex Common Stock (the "Certificates"), which holder's shares of Drilex Common Stock were converted into the right to receive shares of Bakex Xxxhxx Xxxmon Stock pursuant to Section 2.1: (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, effected and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, pass only upon proper delivery of such certificates the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB may Bakex Xxxhxx xxx reasonably specify). After ; and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Bakex Hughxx Xxxmon Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Bakex Xxxhxx, together xxgether with a properly completed such letter of transmittal, duly executed, and duly executed Transmittal Letter or, as applicable, Election Formany other required documents, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of FNB Bakex Xxxhxx Xxxmon Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive pursuant to the provisions of this Article II and cash in lieu of fractional shares and any dividends or other distributions to which such holder is entitled pursuant to of Bakex Xxxhxx Xxxmon Stock as contemplated by Section 1.8(c)2.2(e), subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Drilex Common Stock which is not registered in the transfer records of RowanDrilex, a certificate representing the Merger Consideration shall appropriate number of shares of Bakex Xxxhxx Xxxmon Stock may be issued to the a transferee thereof if the certificates Certificate representing such Rowan Drilex Common Stock are is presented to the Exchange Agent, Agent accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months 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 Bakex Xxxhxx Common Stock and cash in lieu of any fractional shares of Bakex Xxxhxx Common Stock as contemplated by this Section 2.2. The Exchange Agent shall not be delivered entitled to FNB, upon demand, and vote or exercise any shareholders rights of Rowan 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/or cash and any dividends or distributions ownership with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed Bakex Xxxhxx Xxxmon Stock held by holders of Rowan Stock five years after the Effective Time (it from time to time hereunder, except that it shall receive and hold all dividends 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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts distributions paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.distributed with respect thereto for the account of persons entitled thereto. (c)

Exchange Procedures. After Following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in a form reasonably acceptable to Company and Parent (the “Letter of Transmittal”) to each Stockholder at the address set forth opposite each such Stockholder’s name on the Spreadsheet. The Letter of Transmittal shall include the agreement of each stockholder to a lock-up with respect to such Stockholder’s shares of Parent Common Stock for six months after the Effective Time. After receipt of the Letter of Transmittal and any other documents referenced in the Letter of Transmittal (the “Exchange Documents”), FNB shall cause the ------------------- Exchange Agent to mail to Stockholders will surrender the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelycertificates, a "Transmittal Letter") (which shall specify that delivery shall be effectedif any, and risk of loss and title to the certificate representing their shares of Rowan Company Capital Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates (the “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and which shall be in such form and have such other provisions as FNB may reasonably specify)validly executed Exchange Documents. After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan a Company Stock Certificate for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Parent with the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld, delayed or conditioned, together with a properly such Exchange Documents, duly completed and duly validly executed Transmittal Letter orin accordance with the instructions thereto, as applicable, Election Formsubject to the terms of Section 1.9(e) hereof, the holder of such certificate(s) Company Stock Certificate shall be entitled to receive from the Exchange Agent in exchange therefor therefor, a certificate representing the number of whole shares of Parent Common Stock (less the Pro Rata Portion of the number of shares of FNB Stock to be deposited in the Escrow Fund pursuant to Section 1.9(b) hereof and Article VII hereof) and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions payment to which such holder is entitled pursuant to Section 1.8(c))1.6 hereof, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Company Stock Certificate so surrendered shall be duly endorsed as the Exchange Agent may requirecancelled. If there is a transfer of ownership of any shares of Rowan Until so surrendered, each Company Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the number of full shares of Parent Common Stock and cash into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be delivered paid to FNB, upon demand, and the holder of any shareholders of Rowan 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 unsurrendered Company Stock and/or cash and any dividends or distributions Certificate with respect to FNB Stock. Any portion shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or complete an affidavit of Loss as set forth in Section 1.11) and the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official Documents pursuant to any applicable abandoned property lawhereto.

Exchange Procedures. After (i) As promptly as practicable after the Effective Time, FNB but in no event later than five (5) business days thereafter, Peoples shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record of one or more Old Certificates representing shares of Limestone Common Stock immediately prior to the Effective Time that have been converted at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelyinto the right to receive the Merger Consideration, a "Transmittal Letter") letter of transmittal in customary form as reasonably agreed to prior to the Closing Date by the parties hereto (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Old Certificates shall pass, only upon proper delivery of such certificates the Old Certificates to the Exchange Agent Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole shares of Peoples Common Shares and any cash in lieu of fractional shares, as applicable, which the shares of Limestone Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be in such form and have such other provisions as FNB may reasonably specifypaid pursuant to Section 3.02(b)(ii). After From and after the Effective Time and Time, upon the proper surrender of certificate(s) representing shares of Rowan Stock an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a such properly completed and letter of transmittal, duly executed Transmittal Letter or, as applicable, Election Formexecuted, the holder of such certificate(s) Old Certificate or Old Certificates shall be entitled to receive in exchange therefor the therefor, as applicable, (A)(1) a New Certificate representing that number of whole shares of FNB Stock and the cash Peoples Commons Shares to which such holder is of Limestone Common Stock shall have become entitled hereunder pursuant to the provisions of Section 3.01 and (including 2) a check representing the amount of (x) any cash payments to in lieu of a fractional share which such holder is entitled hereunder has the right to receive in respect of rights to receive fractional shares and any dividends the Old Certificate or other distributions to which such holder is entitled Old Certificates surrendered pursuant to Section 1.8(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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash III and (y) any dividends or distributions with respect which the holder thereof has the right to FNB Stockreceive pursuant to this Section 3.02(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. Any portion No interest will be paid or accrued on the Peoples Common Shares or any cash in lieu of the Exchange Fund remaining unclaimed by fractional shares or dividends or distributions payable to holders of Rowan Stock five years Old Certificates. Until surrendered as contemplated by this Section 3.02(b), each Old Certificate shall be deemed at any time after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat represent only the right to or become property receive, upon surrender, the number of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of whole shares of Rowan Peoples Common Shares which the shares of Limestone Common Stock for represented by such Old Certificate have been converted into the right to receive and any amounts paid cash in lieu of fractional shares or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawrespect of dividends or distributions as contemplated by this Section 3.02(b).

Exchange Procedures. After the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail At or prior to the shareholders Closing, each NewCo Shareholder shall (i) deliver the certificates evidencing their right to NewCo Ordinary Shares (the “NewCo Certificates”), if any, to Parent for cancellation, or in the case of Rowan of record at a lost, stolen or destroyed NewCo Certificate, will deliver to Parent an affidavit (and indemnity if required) in the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effectedmanner provided in Section 1.7, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s(ii) representing shares of Rowan Stock to the Exchange Agent, together with deliver a properly duly completed and duly executed Transmittal letter of transmittal to Parent, in a form to be mutually agreed upon between Parent and the Company (“Letter orof Transmittal”), as applicable, Election Form, the holder of such certificate(s) and shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash Merger Shares to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder NewCo Shareholder is entitled pursuant to Section 1.8(c1.5, in book-entry form (unless certificates representing Merger Shares are otherwise requested by such NewCo Shareholder), and the NewCo Certificates, if any, shall forthwith be cancelled. The Letter of Transmittal shall be in customary form and shall provide that (w) the NewCo Shareholder consents to the appointment of the Representative as set forth in Section 1.11(b), (x) the NewCo Shareholder acknowledges and agrees to the indemnification obligations set forth in ARTICLE VII and the terms and conditions of the Escrow Agreement, (y) the NewCo Shareholder agrees to a general release and waiver of claims in favor of the Company and NewCo and their Subsidiaries, subject to any required withholding certain exceptions, and (z) the NewCo Shareholder agrees that it may not, subject to certain exceptions, Transfer the Merger Shares until the earlier of applicable taxes(1) the six-month anniversary of the Closing Date and (2) the date on which subsequent to the Merger, Parent consummates a liquidation, merger, share exchange or other similar transaction which results in all of Parent’s shareholders having the right to exchange their Parent Ordinary Shares for cash, securities or other property. Neither FNB nor To the Exchange Agent extent that a NewCo Shareholder has not delivered the NewCo Certificates, if any, and a duly completed and executed Letter of Transmittal at or prior to the Closing, such NewCo Shareholder shall deliver such items to Parent promptly following the Closing. The delivery to Parent of the NewCo Certificates, if any, and a duly completed and executed Letter of Transmittal shall be obligated a condition to deliver any the receipt by each NewCo Shareholder 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration to which such NewCo Shareholder is entitled pursuant to Section 1.5. The Merger Shares shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, only 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 name of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion registered holder of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawNewCo Ordinary Shares exchanged therefor.

Exchange Procedures. After Promptly after the Effective Time, FNB Parent shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Capital Stock whose shares were converted into shares of Internet Group Common Stock pursuant to Section 1.7 and any dividends or other distributions pursuant to Section 1.11, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have contain such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Internet Group Common Stock and any dividends or other distributions pursuant to Section 1.11. Upon surrender of Certificates for cancellation to the Exchange Agent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder holders of such certificate(s) Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of FNB Internet Group Common Stock and the cash to into which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 their shares of Rowan Company Capital Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after were converted at the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect payable pursuant to FNB StockSection 1.11, and the Certificates so surrendered shall forthwith be canceled. Any Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.11 as to the payment of dividends, to evidence the ownership of the number of full shares of Internet Group Common Stock into which such shares of Company Capital Stock shall have been so converted and any dividends or distributions payable pursuant to Section 1.11. If any portion of the Exchange Fund remaining unclaimed by holders Internet Group Common Stock, and cash in lieu of Rowan Stock five years after fractional shares thereof (and any dividends or distributions thereon) otherwise payable hereunder to any person, is to be issued or paid to a person other than the Effective Time (or such earlier date immediately prior person in whose name the Certificate is registered, it shall be a condition to such time as issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such portion would otherwise escheat issuance or payment shall pay to or become property of any government entity) shall, to the 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 Exchange Agent shall be liable any transfer or other taxes required as a result of such issuance or payment to any a person other than the registered holder of shares such Company Stock Certificate or establish to the satisfaction of Rowan Stock for any amounts the Exchange Agent that such tax has been paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawis not payable.

Exchange Procedures. After Promptly after the Effective Time, FNB the ------------------- Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to each holder of record (immediately prior to the shareholders Effective Time) of Rowan of record at a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Autoweb Common Stock, whose shares were converted into the right to receive shares of Autobytel Common Stock, cash in lieu of fractional shares and dividends or distributions, pursuant to Section 1.6(a), 1.6(g) and -------------- ------ 1.7(d), respectively, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that ------ delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Autobytel may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Autobytel Common Stock, cash in lieu of fractional shares and dividends or distributions, pursuant to Section ------- 1.6(a), 1.6(g) and 1.7(d), respectively. Upon surrender of a Certificate for -------------- ------ cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Autobytel, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of FNB Autobytel Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject payment in lieu of ----------- fractional shares pursuant 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(sSection 1.6(g) 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect -------------- payable pursuant to FNB StockSection 1.7(d), and the Certificate so surrendered shall -------------- forthwith be canceled. Any portion Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of the Exchange Fund remaining unclaimed by holders of Rowan Autoweb Common Stock five years will be deemed from and after the Effective Time (or Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Autobytel Common Stock into which such earlier date immediately prior shares of Autoweb Common Stock shall have been so converted and the right to such time as such portion would otherwise escheat to or become property receive an amount in cash in lieu of the issuance of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled thereinfractional shares in accordance with Section 1.6(g). Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.--------------

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed or delivered to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 4.1, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Exchange Agent Certificates by Acquiror, and which shall be in such form and have such other provisions as FNB Acquiror may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange AgentAcquiror or to such agent or agents as may be appointed by Acquiror, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of FNB Acquiror Common Stock and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))4.1, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Target Common Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Acquiror Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Common Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property issuance of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawaccordance with Section 4.1.

Exchange Procedures. After As soon as reasonably practicable after the Effective TimeTime (but in no event more than ten (10) days thereafter), FNB Acquiror and the Surviving Corporation shall use their commercially reasonable efforts to cause the ------------------- Exchange Agent to mail to the shareholders each holder of Rowan of record at a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding Target Shares (collectively, a the "Transmittal LetterCertificates") (a) a letter of transmittal which shall specify that delivery shall be effectedeffective, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as FNB Acquiror may reasonably specify). After ; and (b) instructions for effecting the Effective Time and upon the proper surrender of certificate(s) representing shares such Certificates in exchange for the Shares. Upon surrender of Rowan Stock a Certificate to the Exchange Agent, Agent together with a properly completed and such letter of transmittal, duly executed Transmittal Letter orand completed in accordance with the instructions thereto, and such other documents as applicable, Election Formmay reasonably be required by the Exchange Agent, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor (i) shares of Acquiror common stock representing, in the aggregate, the whole number of shares of FNB Stock and the cash to which Shares that such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)), 1.5(a) after deposit with the Escrow Agent of the Shares in escrow pursuant to Section 7.3 and the Revenue Adjustment Shares and subject to any required withholding of applicable taxesthe Vesting Agreement (rounded up to the nearest whole share). Neither FNB nor the Exchange Agent Until surrendered as contemplated by this Section 1.8, each Certificate shall be obligated deemed at any time after the Effective Date to deliver any represent only the right to receive the Shares, payable upon surrender of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder's sharesCertificates. The certificate(s) so surrendered shall be duly endorsed as In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Stock Target Shares which is not registered in the transfer records of RowanTarget, shares of Acquiror common stock evidencing, in the aggregate, the Merger Consideration shall proper number of shares of Acquiror common stock after deposit with the Escrow Agent of the Shares in escrow pursuant to Section 7.3 and the Revenue Adjustment Shares and subject to the Vesting Agreement may be issued with respect to the such Target Shares to such a transferee thereof if the certificates Certificate representing such Rowan Stock are Target Shares is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.

Exchange Procedures. After At the Effective TimeClosing, FNB shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials represented outstanding shares of Company Common Stock and other appropriate written instructions (collectivelywhich shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.6, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title deliver the Certificates to the certificate representing shares Acquiror. Upon surrender of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates a Certificate for cancellation and a stock power indorsed in blank with respect to the Exchange Agent and which shares held pursuant to Article 8, Acquiror shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock deliver to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive Certificate in exchange therefor (i) a certificate representing the number of whole shares of Acquiror Common Stock (less the number of shares of FNB Acquiror Common Stock and to be deposited in the cash Escrow Fund on such holder's behalf pursuant to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions Article 8), to which such holder is entitled pursuant to Section 1.8(c))2.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership canceled and (ii) cash in lieu of any fractional shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing which such Rowan Stock are presented holder is entitled pursuant 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 paidSection 2.6(g). Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I 8, the Acquiror shall thereafter look only cause to FNB for payment be distributed to the Depositary Agent a certificate or certificates (in such denominations as may be requested by the Depositary Agent), registered in the name of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion each former stockholder of the Exchange Company, representing that number of shares of Acquiror Common Stock equal to the Escrow Amount. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund remaining unclaimed by holders of Rowan Stock five years and shall be available to compensate the Acquiror as provided in Article 8. Until surrendered, each outstanding Certificate will be deemed, from and after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property Time, for all corporate purposes, other than the payment of any government entity) shalldividends, to evidence the extent permitted by applicable law, become ownership of the property number 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 Exchange Agent shall be liable to any holder of full shares of Rowan Acquiror Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawinto which such shares of Company Common Stock shall have been so converted.

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent Parent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Parent Common Stock and Parent Preferred Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentParent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof) and Parent Preferred Stock and (less the number of shares of Parent Preferred Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof), plus cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VIII hereof, Parent shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, be distributed to the extent permitted by applicable law, become the property of FNB free and clear of any claims Escrow Agent (as defined in Article VIII) a certificate or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder certificates representing that number of shares of Rowan Parent Common Stock for any amounts paid or properly delivered and Parent Preferred Stock which in good faith the aggregate equal the Escrow Amount, which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to a public official pursuant compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificate that, prior to any applicable abandoned property law.the Effective Time, represented shares of Company Capital Stock will be deemed from

Exchange Procedures. After Promptly after the Effective Time, FNB the ------------------- Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelyrepresented outstanding shares of Company Common Stock to be exchanged pursuant to Section 1.6, a "Transmittal Letter") letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Parent Common Stock. Upon surrender of a Certificate to the Exchange Agent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter orin accordance with the instructions thereto, and such other documents as applicable, Election Formmay be required pursuant to such instructions, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Sections 1.6 and 1.9, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate so surrendered shall forthwith be canceled. At any time following the first anniversary of the Effective Time, all or any number of shares of FNB Parent Common Stock (and the any or all cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder payable in respect lieu of rights to receive fractional shares and any dividends of Parent Common Stock) deposited with or other distributions made available to which such holder is entitled the Exchange Agent pursuant to Section 1.8(c)1.10(b), 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains remain undistributed to the holders of certificates the Certificates representing Rowan Stock for six months after the Effective Time shares of Company Common Stock, shall be delivered to FNB, Parent upon demand, and any shareholders thereafter such holders of Rowan who have not previously complied with the provisions unexchanged shares of this Article I Company Common Stock shall thereafter be entitled to look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends Parent (subject to abandoned property, escheat or distributions other similar Laws) only as general creditors thereof with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Parent Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawpayment upon due surrender of their Certificates.

Exchange Procedures. After As soon as reasonably practicable after the Effective Time, FNB shall cause the ------------------- Exchange Agent to shall mail to the shareholders of Rowan each holder of record at of a certificate or certificates which, immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions Time, represented outstanding shares of Camco Common Stock (collectively, a the "Transmittal LetterCertificates") (other than Camco, STC, any entity controlling STC or any wholly owned Subsidiaries of any such entities): (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, pass only upon proper delivery of such certificates the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB STC or a designated member of the STC Affiliated Group may reasonably specify). After ; and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Schlumberger Common Stock and any cash in lieu of a fractional share of Schlumberger Common Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by STC or a designated member of the STC Affiliated Group and reasonably acceptable to Camco, together with a properly completed such letter of transmittal, duly executed, and duly executed Transmittal Letter or, as applicable, Election Formany other required documents, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of FNB Schlumberger Common Stock and the cash to which such holder is entitled hereunder (including has the right to receive pursuant to the provisions of this Article II and any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to of Schlumberger Common Stock as contemplated by Section 1.8(c)2.2(e), subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Camco Common Stock which is not registered in the transfer records of RowanCamco, a certificate representing the Merger Consideration shall appropriate number of shares of Schlumberger Common Stock may be issued to the a transferee thereof if the certificates Certificate representing such Rowan Camco Common Stock are is presented to the Exchange Agent, Agent accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, represent only the right to receive upon demand, such surrender the certificate representing shares of Schlumberger Common Stock and cash in lieu of any shareholders fractional shares of Rowan who have not previously complied with the provisions of Schlumberger Common Stock as contemplated by this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash Section 2.2 and any all dividends or other distributions thereon with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years a record date after the Effective Time (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 the extent permitted contemplated by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled thereinSection 2.2(c). Any other provision of this Agreement notwithstanding, neither FNB nor the The Exchange Agent shall not be liable entitled to vote or exercise any holder rights of shares of Rowan ownership with respect to the Schlumberger Common Stock for any amounts held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawdistributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. After the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan of record at As soon as practicable after the Effective Time who did not previously submit of the Merger (but no later than fifteen (15) days thereafter), the Exchange Agent shall mail to each holder of record of a completed Election Form certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding shares of IntelliLink Stock (the "Certificates"), whose shares are being converted into Puma Common Stock pursuant to the Merger Agreement, (i) a letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Puma may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) representing shares the Certificates in exchange for Puma Common Stock. Upon surrender of Rowan Stock a Certificate for cancellation to the Exchange Agent, Agent or to such other agent or agents as may be appointed by Puma together with a properly completed and such letter of transmittal, duly executed Transmittal Letter or, as applicable, Election Formexecuted, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the number of shares of FNB Puma Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 sharesMerger Agreement. The certificate(s) Certificate so surrendered shall immediately be duly endorsed as canceled. Puma shall make customary provisions for lost stock certificates. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan IntelliLink Stock that is not registered in the transfer records of RowanIntelliLink, the Merger Consideration shall appropriate number of shares of Puma Common Stock may be issued delivered to the a transferee thereof if the certificates representing Certificate represented such Rowan IntelliLink Stock are is presented to the Exchange Agent, Agent and accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 7.2, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after Merger to represent the Effective Time (or right to receive upon such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to surrender the 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 Exchange Agent shall be liable to any holder number of shares of Rowan Puma Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawas provided by this Section 7.2 and by the General Corporation Law of the State of California.

Exchange Procedures. After As soon as practicable after the Effective Time, FNB shall cause the ------------------- Exchange Agent to shall mail to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of ALP Common Stock whose shares were converted into the right to receive Cardinal Common Shares pursuant to Section 2.1 a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Cardinal may reasonably specify). After specify and (ii) instructions for effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares Cardinal Common Shares. Upon surrender of Rowan Stock a Certificate for cancellation to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Formletter of transmittal, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor the (x) a certificate representing that number of shares of FNB Stock and the cash to Cardinal Common Shares which such holder is entitled hereunder has the right to receive pursuant to Section 2.1 and (including any y) a check representing the amount of cash payments in lieu of fractional shares, if any, and unpaid dividends and distributions with respect to such Cardinal Common Shares, if any, which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))the provisions of this Article II, subject after giving effect to any required withholding of applicable taxestax, and the shares represented by the Certificate so surrendered shall forthwith be cancelled. Neither FNB nor Cardinal will use its reasonable efforts to cause the Exchange Agent shall to send such certificate and check within three business days of its receipt of a Certificate and a duly executed letter of transmittal. No interest will be obligated paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions with respect to deliver any such Cardinal Common Shares, if any, payable to holders of such payments in cash or stock until such holder surrenders shares of ALP Common Stock. In 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 event of a transfer of ownership of any shares of Rowan ALP Common Stock which is not registered in on the transfer records of RowanALP, a certificate representing the Merger Consideration shall proper number of Cardinal Common Shares, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions with respect to such Cardinal Common Shares, if any, may be issued to the such transferee thereof if the certificates Certificate representing such Rowan shares of ALP Common Stock are held by such transferee is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time shall be delivered to FNBrepresent only the right to receive upon surrender a certificate representing Cardinal Common Shares and cash in lieu of fractional shares, upon demandif any, and any shareholders of Rowan 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/or cash unpaid dividends and any dividends or distributions with respect to FNB Stocksuch Cardinal Common Shares, if any, as provided in this Article II. Any portion of Notwithstanding the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after foregoing, Cardinal shall make available at the Effective Time (or such earlier date immediately prior Closing certificates for Cardinal Common Shares to such time as such portion would otherwise escheat to or become property of any government entity) shall, to be issued in the 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 Exchange Agent shall be liable Merger to any holder ALP Stockholder who delivers to Cardinal certificates representing ALP Common Stock and a duly executed letter of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawtransmittal at least three business days before the Closing Date.

Exchange Procedures. After (a) No fractional Ordinary Shares will be issued in the Effective Time, FNB shall cause Exchange. If the ------------------- Exchange Agent Holder would be entitled to mail receive fractional Ordinary Shares pursuant to the shareholders of Rowan of record at above, the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title Company will round down to the certificate representing shares nearest whole number of Rowan Stock prior the number of Exchange Shares to such Effective Time be issued to the Holder. The Company shall passpay all transfer taxes, only upon proper delivery of such certificates if any, related to the Exchange Agent and which shall be the other transactions contemplated hereby. For the avoidance of doubt, in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon Exchange, the proper surrender Holder is not surrendering or paying anything of certificate(s) representing shares of Rowan Stock value to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election FormCompany other than the Existing Notes. (b) No later than 10:00 a.m. (New York time) on the Closing Date, the holder Holder shall cause its custodian through which it holds the Existing Notes to post a DWAC request to the Trustee (i) to effect the transfer of such certificate(sthe Existing Notes in accordance with the procedures of DTC, into a book-entry account established by or on behalf of the Company, and to use commercially reasonable efforts to ensure that the Trustee receives an agent’s message from DTC confirming the book-entry transfer of the Existing Notes, and (ii) for free receipt to the Trustee for the Exchange Shares opposite the Holder’s name on Schedule 1 hereto. The delivery of the Existing Notes by the Holder will be complete upon receipt by the Trustee on the Closing Date of an agent’s message, book-entry confirmation from DTC and any other required documents. (c) On the Closing Date, the Company, or the Trustee at the Company’s direction, will (i) cause the Exchange Shares to be credited to the DTC accounts identified opposite the Holder’s name in Schedule 1 hereto and (ii) cause the payment of the Cash Interest Payment by wire transfer of immediately available funds to the accounts previously provided in writing by the Holder. For the avoidance of doubt, the Holder shall have no right to cash and shall cease to own the applicable Existing Notes as of the crediting of the applicable Exchange Shares to the DTC account identified in Schedule 1 hereto and the payment of the Cash Interest Payment by wire transfer as provided in the immediately preceding sentence, and the Company shall be entitled to receive in exchange therefor instruct the number of shares of FNB Stock appropriate parties to immediately thereafter cancel the applicable Existing Notes on the books and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued Company at its address as set forth in Schedule 2 to this Agreement or such other address as may have been previously furnished to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, Company 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 paidwriting. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.2.3

Exchange Procedures. After Within ten business days after the Effective ------------------- Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately ------------ prior to the Effective Time who did not previously submit represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Acquiror may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock less the number of shares of FNB Acquiror Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 6 below, if any, and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as cancelled. Until so surrendered, each Certificate will be deemed from and after the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of RowanEffective Time, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by for all documents required, in the reasonable judgment of FNB and the Exchange Agentcorporate purposes, to evidence and effect the ownership of the number of full shares of Acquiror Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Capital Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months any fractional shares in accordance with Section 1.6. As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I Section 6 below, Acquiror shall thereafter look only cause to FNB for payment be deposited with the Escrow Agent (as defined in Section 6 below) a certificate or certificates representing 17,500 shares of their claim for FNB Acquiror Common Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion which shall be registered in the name of the Exchange Fund remaining unclaimed by Escrow Agent as nominee for the holders of Rowan Stock five years after Certificates cancelled pursuant to this Section 1.7 (the Effective Time (or "Initial Escrow Shares"). Such ------- ------------- shares shall be beneficially owned by such earlier date immediately prior holders and shall be held in escrow and shall be available to such time compensate Acquiror for certain damages as such portion would otherwise escheat to or become property of any government entity) shall, to provided in Section 6 below. To the extent permitted by applicable lawnot used for such purposes, 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 Exchange Agent such shares shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered released, all as provided in good faith to a public official pursuant to any applicable abandoned property lawSection 6 below.

Exchange Procedures. After Promptly after the Effective Time, FNB Parent shall cause instruct the ------------------- Exchange Agent to mail to each record holder, as of the shareholders Effective Time, of Rowan of record at an outstanding Certificate or Book Entry Share that immediately prior to the Effective Time who did not previously submit represented shares of Company Common Stock (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Company Common Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, and which shall be in such customary form as directed by Parent and have such other provisions as FNB may reasonably specify)acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented thereby. After Promptly after the Effective Time and Time, upon the proper surrender of certificate(s) representing shares of Rowan Stock Certificates or Book Entry Shares for cancellation to the Exchange Agent, Agent together with a such letters of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holders of such Certificates or Book Entry Shares and the holders of Certificates or Book Entry Shares who previously surrendered Certificates or Book Entry Shares to the Exchange Agent with properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) Forms shall be entitled to receive in exchange therefor therefor, upon completion of the calculations required by Section 2.1, (A) shares of Parent Common Stock representing, in the aggregate, the whole number of shares of FNB Parent Common Stock and the cash to which that such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c2.1 (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, dividends and other distributions pursuant to Section 2.4(c) and cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.4(e)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent No interest shall be obligated to deliver paid or accrued on any Merger Consideration. In the event 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 Rowan Company Common Stock which is not registered in the transfer records of Rowanthe Company, the Merger Consideration shall payable in respect of such shares of Company Common Stock may be issued paid to the a transferee thereof if the certificates Certificate representing such Rowan shares of Company Common Stock are is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer and the Person requesting such exchange shall pay to evidence 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 any applicable stock transfer taxes have been paid. Any portion of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan who Agent that such Taxes 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts been paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property laware not payable.

Exchange Procedures. After Promptly after the Effective Time, FNB but in no event later than ten (10) business days following the Effective Time, the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock from Merger Sub pursuant to Section 1.6, (i) a completed Election Form form of letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Stock Parent Common Stock. Promptly after the Effective Time, but in no event later than ten (10) business days following the Effective Time, the Surviving Corporation shall cause to be mailed to the Company Stockholders other than the Signing Stockholders, notice of dissenters rights pursuant to Georgia Law Sections 14-2-1301, et. Seq. and a private placement memorandum. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a properly such letter of transmittal, duly completed and duly validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions (the "Transmittal Letter or, as applicable, Election FormDocuments"), the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Parent Common Stock to be deposited with the Escrow Agent on such holder's behalf pursuant to Section 1.6 and Section 8.2(a) hereof and the Escrow Agreement), plus cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. At the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demandClosing, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I Section 8.2(a) hereof and the Escrow Agreement, Parent shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect be delivered to FNB Stock. Any portion the Escrow Agent, on behalf of the Exchange Fund remaining unclaimed by holders of Rowan Certificates, certificates representing the Escrow Shares which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited with the Escrow Agent as set forth in Section 8.2(a) and the Escrow Agreement and shall be available to reimburse Parent as provided in Sections 8.2(a), 8.3(a) and the Escrow Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock five years will be deemed from and after the Effective Time (or Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such earlier date immediately prior shares of Company Common Stock shall have been so converted and the right to such time as such portion would otherwise escheat to or become property receive an amount in cash in lieu of the issuance of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawaccordance with Section 1.6.

Exchange Procedures. After As soon as reasonably practicable after the Effective Time, FNB shall cause MergerCo will instruct the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding Shares of Company Stock (collectivelyeach, a "Transmittal LetterCertificate") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB MergerCo may reasonably specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the Applicable Merger Price (as defined below). After the Effective Time and upon the proper Upon surrender of certificate(s) representing shares of Rowan Stock a Certificate for cancellation to the Exchange Agent, Agent together with a properly completed such letter of transmittal, duly executed, and duly executed Transmittal Letter or, such other customary documents as applicable, Election Formmay be required pursuant to such instructions, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor (A) in the number case of shares holders of FNB Company Common Stock, the Common Stock and the cash to which such holder is entitled hereunder Merger Price (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled as determined pursuant to Section 1.8(c))1.11) in cash, subject and (B) in the case of holders of Company Series A Preferred Stock, $1,000 per share of such Company Series A Preferred Stock plus an amount equal to any required withholding of applicable taxes. Neither FNB nor accrued and unpaid dividends until the Exchange Agent shall be obligated to deliver any of such payments Effective Time in cash or stock until such holder surrenders (the certificate(s"Series A Merger Price," and the merger price applicable to any given Share being referred to herein as the "Applicable Merger Price") representing such holder's shares. The certificate(s) and the Certificate so surrendered shall forthwith be duly endorsed as canceled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan Company Stock which is not registered in the transfer records of Rowanthe Company as of the Effective Time, the Applicable Merger Consideration shall Price may be issued paid in accordance with this Article I to the a transferee thereof if the certificates representing Certificate evidencing such Rowan Stock are Shares is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer pursuant to this Section 1.7(b) and to by evidence that any applicable stock transfer taxes have been paid. Any Anything herein to the contrary notwithstanding, no interest or dividends shall accrue or be payable or paid on any portion of the Exchange Fund which remains undistributed Applicable Merger Price payable to the holders of certificates representing Rowan Stock for six months any person hereunder. At and after the Effective Time Time, each holder of a Certificate to be canceled pursuant to this Section 1.7(b) or Dissenting Shares (as defined below) shall be delivered cease to FNBhave any rights as a stockholder of the Company, upon demand, and any shareholders of Rowan who have not previously complied with except for the provisions of right to surrender Certificates in the manner prescribed by this Article I shall thereafter look only to FNB Section 1.7(b) in exchange for payment of their claim the Applicable Merger Price or, in the case of a holder of Dissenting Shares, the right to perfect the right to receive payment for FNB Stock and/or cash and any dividends or distributions with respect Dissenting Shares pursuant to FNB Stock. Any portion Section 262 of the Exchange Fund remaining unclaimed by holders DGCL. No transfer of Rowan Company Stock five years shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawTime.

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Acquiror may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(sthe Certificates in exchange for certificates (or book entries in the case of shares that have not yet vested) representing shares of Rowan Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate (or a book entry in the case of shares that have not yet vested in full) representing the number of whole shares of Acquiror Common Stock less the number of shares of FNB Acquiror Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Target Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Acquiror Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Capital Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months any fractional shares in accordance with Section 1.6. As soon as practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VIII hereof, Acquiror shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends be distributed to the Escrow Agent (as defined in Article VIII hereof) a certificate or distributions with respect to FNB Stock. Any portion certificates representing ten percent (10%) of the Exchange Fund remaining unclaimed number of shares determined by dividing the Valuation by the Acquiror Stock Price (the "Escrow Shares"), which shall be registered and held in the name of the Escrow Agent as nominee for the holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior Certificates cancelled pursuant to such time as such portion would otherwise escheat to or become property of any government entity) shallthis Section 1.7. The Escrow Shares shall be, to the extent permitted by applicable lawpossible, become the property of FNB free and clear of vested shares not subject to any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstandingrepurchase rights, neither FNB nor the Exchange Agent shall be liable beneficially owned by such holders and shall be held in escrow and shall be available to any holder of compensate Acquiror for certain damages as provided in Article VIII. To the extent not used for such purposes, such shares of Rowan Stock for any amounts paid or properly delivered shall be released, all as provided in good faith to a public official pursuant to any applicable abandoned property lawArticle VIII hereof.

Exchange Procedures. After On or prior to the Effective Time, FNB shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Company Certificates") which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelyrepresented outstanding shares of Company Common Stock or Company Preferred Stock, a "Transmittal Letter"whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 3.01(a) (which and cash in lieu of fractional shares), shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to surrender each such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock to the Exchange AgentCompany Certificate for cancellation, together with a properly completed letter of transmittal, a stock power endorsed in blank with respect to such stockholder's shares subject to escrow and a duly and validly executed Transmittal Stockholder Representation Letter orsubstantially in the form attached hereto as Annex B, to Parent or to such other agent or agents as applicable, Election Form, the may be appointed by Parent. The holder of such certificate(s) Company Certificate shall be entitled to receive in exchange therefor therefor, and Parent shall cause to be delivered to such holder, as soon as reasonably practicable (but not more than 15 days) after the Effective Time, a certificate representing the number of whole shares of FNB Parent Common Stock and the cash to which such holder is entitled hereunder has the right to receive pursuant to Section 3.01(a) (including less any cash payments shares subject to escrow pursuant to Section 3.01(a)) and payment in lieu of fractional shares which such holder is entitled hereunder in respect of rights has the right to receive fractional shares under Section 3.04, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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) Company Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Company Common Stock not registered in or Company Preferred Stock will be deemed from and after the transfer records Effective Time, for all corporate purposes other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of whole shares of Parent Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Company Common Stock or Company Preferred Stock shall have been paid. Any portion so converted and the right to receive an amount of cash in lieu of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property issuance of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of fractional shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawaccordance with Section 3.04.

Exchange Procedures. After As soon as reasonably practicable (and in no event later than two Business Days) after the Effective Time, FNB the Payment Agent shall cause mail or otherwise deliver to each holder of Target Capital Stock whose shares of Target Capital Stock were converted into the ------------------- Exchange Agent right to mail receive the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal in substantially the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") form attached hereto as Exhibit C (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Exchange Agent and which shall be in such form and have Certificates by the Payment Agent); (ii) such other provisions customary documents as FNB may reasonably specify). After be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of the certificate or certificates (the “Certificates”) that immediately prior to the Effective Time and upon represented outstanding shares of Target Capital Stock in exchange for the proper Merger Consideration. Upon surrender of certificate(s) representing shares of Rowan Stock a Certificate for cancellation to the Exchange AgentPayment Agent or to such other agent or agents as may be appointed by Acquiror, together with a properly such letter of transmittal and other documents, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor an amount in cash equal to the number portion of shares of FNB Stock and the cash to which Closing Merger Consideration that such holder is eligible to receive as set forth on the Payment Schedule. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding 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 purposes to evidence the right to receive the portion of the Merger Consideration as set forth in this Agreement. Notwithstanding the foregoing, any Effective Time Holder who, prior to the Closing Date, has delivered to Payment Agent a Certificate (or an affidavit of lost stock certificate as described in Section 2.14), together with a letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, shall be entitled hereunder (including any to receive a wire transfer on the Closing Date of an amount in cash payments equal to which the portion of the Closing Merger Consideration that such holder is entitled hereunder in respect of rights eligible to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)), subject to any required withholding of applicable taxes. Neither FNB nor as set forth on 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawPayment Schedule.

Exchange Procedures. After At, or as soon as practicable after, the Effective Time, FNB Liquid shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Alliance Common Stock (including shares of Alliance Common Stock issuable upon the conversion of Alliance Preferred Stock immediately prior to the Effective Time) whose shares were converted into the right to receive shares of Liquid Common Stock pursuant to Section 1.5(a) and any dividends or other distributions pursuant to Section 1.8(d), (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Liquid may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Liquid Common Stock and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Liquid, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, in accordance with the instructions thereto and such other documents as applicable, Election Formmay reasonably be required by the Exchange Agent, the holder of such certificate(s) Certificates shall be entitled to receive in exchange therefor the number of shares of FNB Liquid Common Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.8(c)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent 1.5(b) (which shall be obligated to deliver any of such payments in cash uncertificated book entry form unless a physical certificate is requested or stock until such holder surrenders the certificate(sis otherwise required by applicable law or regulation) 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect payable pursuant to FNB StockSection 1.8(d), and the Certificates so surrendered shall forthwith be canceled. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time Time, for all corporate purposes, to evidence the ownership of the number of shares of Liquid Common Stock and cash in lieu of fractional shares into which such shares of Alliance Common Stock (or such earlier date including shares of Alliance Common Stock issuable upon conversion of Alliance Preferred Stock immediately prior to such time as such portion would otherwise escheat the Effective Time) shall have been so converted and the right to receive any dividends or become property of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official distributions payable pursuant to any applicable abandoned property lawSection 1.8(d).

Exchange Procedures. After Promptly after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at of shares of Company Capital Stock outstanding immediately prior to the Effective Time who did not previously submit (other than Excluded Shares): (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Parent may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(sthe Certificates (or satisfactory alternative arrangements in connection with lost Certificates, as provided in Section 1.10) in exchange for certificates representing shares of Rowan Parent Common Stock and Promissory Notes. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of FNB Stock and Parent Common Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof), plus a portion of the Aggregate Cash Component (less the amount of the Aggregate Cash Component, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof but including cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any unpaid dividends or other distributions in respect of such Parent Common Stock pursuant to Section 1.8(d)) evidenced by a Promissory Note (as provided in Section 1.6(h)) in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VIII hereof, Parent shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, be distributed to the extent permitted by applicable law, become the property of FNB free and clear of any claims Escrow Agent (as defined in Article VIII) a certificate or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder certificates representing that number of shares of Rowan Parent Common Stock for any amounts paid and the Escrow Note collectively equal to the Escrow Amount, and such shares of Parent Common Stock shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares and the Escrow Note (or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.cash

Exchange Procedures. After Promptly after the Effective Time (but in no event later than five (5) Business Days following the Effective Time), FNB Acadia shall send, or shall cause the ------------------- Exchange Agent to mail send, to the shareholders of Rowan each holder of record of shares of Pioneer Common Stock at the Effective Time who did not previously submit a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") reasonably acceptable to Pioneer (which shall specify that the delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall pass, only upon proper delivery surrender of such certificates the Certificates to the Exchange Agent and which shall otherwise be in such customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the transfer of Pioneer Common Stock in book) for use in such exchange. Each holder of Pioneer Common Stock whose Pioneer Common Stock have such other provisions as FNB may reasonably specify). After been converted into the Effective Time and right to receive the Merger Consideration pursuant to Section 2.01(a) shall be entitled to receive, upon the proper (i) surrender of certificate(s) representing shares of Rowan Stock to the Exchange AgentAgent of one or more Certificates, together with a properly completed and duly executed Transmittal Letter orletter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as applicablethe Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, Election Form, the holder of such certificate(s(w) shall be entitled to receive in exchange therefor the number of whole shares of FNB Acadia Common Stock and the cash to which such holder is of Pioneer Common Stock shall have become entitled hereunder pursuant to the provisions of Article II (including after taking into account all shares of Pioneer Common Stock then held by such holder), (x) a check representing the amount, if any, of the Pioneer Class B Cash Consideration such holder of Pioneer Common Stock shall have become entitled pursuant to the provisions of Article II, and (y) a check representing the amount of any cash payments to in lieu of fractional shares which such holder is entitled hereunder has the right to receive pursuant to Section 2.02(e) in respect of rights the Certificate(s) or Uncertificated Shares surrendered or transferred pursuant to the provisions of this Section 2.02, and (z) a check representing the amount of any dividends or distributions then payable pursuant to Section 2.02(h), and the Certificate or Certificates so surrendered or transferred shall forthwith be cancelled. The shares of Acadia Common Stock constituting part of such Merger Consideration, at Acadia’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Pioneer Common Stock or is otherwise required under Applicable Law. 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 or Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive fractional shares such Merger Consideration and the right to receive any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c2.02(h)), 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 Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.

Exchange Procedures. After As soon as reasonably practicable after the Effective Time, FNB shall cause IMSI will instruct the ------------------- Exchange Agent to mail to the shareholders of Rowan each holder of record at the Effective Time who did not previously submit of certificates evidencing DCDC Common Stock ("DCDC Certificates"): (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time DCDC Certificates shall pass, only upon proper delivery of such certificates the DCDC Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB IMSI may reasonably specify). After ; and (ii) instructions to effect the Effective Time and upon the proper surrender of certificate(s) representing shares the DCDC Certificates in exchange for certificates evidencing IMSI Shares ("IMSI Certificates"). Upon surrender of Rowan Stock a DCDC Certificate for cancellation to the Exchange Agent, Agent together with a properly completed and such letter of transmittal, duly executed Transmittal Letter or, and such other customary documents as applicable, Election Formmay be required pursuant to such instructions, the holder of such certificate(s) DCDC Certificate shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to therefor: (A) IMSI Certificates which such holder is entitled hereunder (including any cash payments has the right to which such holder is entitled hereunder receive in accordance with Section 1.5(a), in respect of rights to receive fractional the shares of DCDC Common Stock formerly evidenced by such DCDC Certificate; and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c)), subject to any required withholding of applicable taxes. Neither FNB nor 1.6(c) and 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) DCDC Certificate so surrendered shall forthwith be duly endorsed as cancelled. In the Exchange Agent may require. If there is event of a transfer of ownership of any shares of Rowan DCDC Common Stock which is not registered in the transfer records of RowanDCDC as of the Effective Time, the Merger Consideration shall IMSI Shares, dividends and distributions with respect thereto, may be issued and paid in accordance with this Article I to the a transferee thereof if the certificates representing DCDC Certificate evidencing such Rowan shares of DCDC Common Stock are is presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, required to evidence and effect such transfer pursuant to this Section 1.6(b) and to by evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed Until so surrendered, each outstanding DCDC Certificate that, prior to the holders Effective Time, represented shares of certificates representing Rowan DCDC Common Stock for six months will be deemed from and after the Effective Time shall be delivered to FNBTime, upon demandfor all corporate purposes, and any shareholders of Rowan who have not previously complied with other than the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect dividends, to FNB Stock. Any portion evidence only the ownership of the Exchange Fund remaining unclaimed by holders number of Rowan Stock five years after the Effective Time (or IMSI Shares into which such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the 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 Exchange Agent shall be liable to any holder of shares of Rowan DCDC Common Stock for shall have been so converted and no rights in any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawshares of DCDC's Common Stock.

Exchange Procedures. After As soon as reasonably practicable after the Effective Time, FNB the Surviving Corporation shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates which immediately prior to the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions represented outstanding shares of Company Capital Stock (collectively, a the "Transmittal LetterCertificates") and which shares were converted into the right to receive shares of Broadcom Common Stock pursuant to Section 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 certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB Broadcom may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Broadcom Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Broadcom, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive receive, in exchange therefor therefor, a certificate representing the number of whole shares of Broadcom Common Stock to which such holder is initially entitled pursuant to Section 1.6 (without giving effect to either the First Earn-Out or the Second Earn-Out), less the number of shares of FNB Broadcom Common Stock and to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7, plus the amount of cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect lieu of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.9, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall be duly endorsed as canceled. Promptly following the Exchange Agent may require. If there is final determination of the amount (if any) of the First Earn-Out and the Second Earn-Out, the person who immediately prior to the Effective Time was the holder of a transfer Certificate shall be entitled to receive a certificate representing the number of ownership of any additional whole shares of Rowan Broadcom Common (if any) to which such holder is entitled pursuant to Section 1.16, less the number of additional shares of Broadcom Common Stock not registered (if any) to be deposited in the transfer records Escrow Fund on such holder's behalf pursuant to Article 7, plus the amount of Rowan, the Merger Consideration shall be issued cash in lieu of fractional shares to the transferee thereof if the certificates representing which such Rowan Stock are presented holder is entitled pursuant 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 paidSection 1.9. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing Rowan Stock for six months As soon as practicable after the Effective Time shall be delivered to FNBTime, upon demandthe date of the First Earn-Out and the date of the Second Earn-Out, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I 7, Broadcom shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, be distributed to the extent permitted Depositary Agent a certificate or certificates (in such denominations as may be requested 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law.the

Exchange Procedures. After Promptly after the Effective Time (but in no event more than three business days following the Effective Time), FNB BankUnited and Consumers shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form appropriate transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate certificates theretofore representing shares of Rowan Consumers Common Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify)Agent) to the former stockholders of Consumers. After the Effective Time and upon the proper surrender Time, each holder of certificate(s) representing shares of Rowan Consumers Common Stock issued and outstanding at the Effective Time (other than shares as to which dissenters' rights have been asserted) shall surrender the certificate or certificates theretofore representing such shares, together with such transmittal materials properly executed, to the Exchange Agent and promptly upon surrender (but in no event more than three business days following receipt by the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number consideration provided in Section 3.01 of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(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 sharesthis Agreement. The certificate(s) certificate or certificates for Consumers Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan 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/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 To the extent permitted provided by applicable lawSection 3.01 (c), 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 Exchange Agent shall be liable to any each holder of shares of Rowan Consumers Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional shares of BankUnited Common Stock to which such holder would otherwise be entitled. BankUnited shall not be obligated to deliver the consideration to which any former holder of Consumers Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing shares of Consumers capital stock for exchange as provided in this Article IV or the Exchange Agent receives documents sufficient, in the discretion of the Exchange Agent and BankUnited, to evidence the holders ownership interest in Consumers Common Stock. In addition, certificates surrendered for exchange by any amounts paid or properly delivered person constituting an "affiliate" of Consumers for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of BankUnited Common Stock until BankUnited has received a written agreement from such person as provided in good faith to a public official pursuant Section 8.06. Certificates representing BankUnited Common Stock issued in the Merger to any applicable abandoned property lawperson constituting an "affiliate" of Consumers for purposes of Rule 145(c) under the Securities Act shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. NO TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS OF SUCH RULE HAVE BEEN FULFILLED." If any certificate for shares of BankUnited Common Stock, or any check representing cash, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange Procedures. After Promptly after the Effective Time, FNB shall the Surviving Corporation will cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "CERTIFICATES") that immediately before the Effective Time who did not previously submit represented outstanding shares of Seller Capital Stock, whose shares were converted into the right to receive shares of Buyer Common Stock (and cash in lieu of fractional shares) pursuant to SECTION 1.2(a) hereof, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall will specify that delivery shall will be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time shall Certificates will pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall will be in such form and have such other provisions as FNB Buyer may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Buyer Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) shall Certificate will be entitled to receive in exchange therefor a certificate representing the number of whole shares of Buyer Common Stock less the number of shares of FNB Buyer Common Stock to be deposited in the Escrow Fund (as applicable) on such holder's behalf pursuant to SECTIONS 1.3(i) and the cash to 8.1 hereof and payment in lieu of fractional shares, which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))SECTION 1.2(C) hereof, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall will forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, before the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Seller Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Buyer Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Seller Capital Stock will have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Rowan who have not previously complied fractional shares in accordance with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entitySECTION 1.2(c) shall, to the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawhereof.

Exchange Procedures. After Promptly after the Effective Time, FNB Acquiror ------------------- shall cause the ------------------- Exchange Agent to mail be mailed to the shareholders of Rowan each holder of record at of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time who did not previously submit represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a completed Election Form letter of transmittal materials and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery receipt of such certificates to the Certificates by the Exchange Agent Agent, and which shall be in such form and have such other provisions as FNB Acquiror may reasonably specify). After ) and (ii) instructions for use in effecting the Effective Time and upon the proper surrender of certificate(s) the Certificates in exchange for certificates representing shares of Rowan Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a properly such letter of transmittal, duly completed and duly validly executed Transmittal Letter or, as applicable, Election Formin accordance with the instructions thereto, the holder of such certificate(s) Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Acquiror Common Stock less the number of shares of FNB Acquiror Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof and the cash to payment in lieu of fractional shares which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights has the right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c))1.6, subject to any required withholding of applicable taxes. Neither FNB nor and 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) Certificate so surrendered shall forthwith be duly endorsed as canceled. Until so surrendered, each outstanding Certificate that, prior to the Exchange Agent may require. If there is a transfer of ownership of any Effective Time, represented shares of Rowan Target Capital Stock not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agentdividends, to evidence and effect the ownership of the number of full shares of Acquiror Common Stock into which such transfer and to evidence that any applicable stock transfer taxes shares of Target Capital Stock shall have been paid. Any portion so converted and the right to receive an amount in cash in lieu of the Exchange Fund which remains undistributed to the holders issuance of certificates representing Rowan Stock for six months after any fractional shares in accordance with Section 1.6. At the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I Section 8.3 hereof, Acquiror shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends be delivered to the Escrow Agent (as defined in Section 8.3 hereof) a certificate or distributions with respect to FNB Stock. Any portion certificates representing 415,226 of the Exchange Fund remaining unclaimed by Total Acquiror Shares which certificate or certificates shall be registered in the name of the Escrow Agent as nominee for the holders of Rowan Stock five years after the Effective Time (or Certificates cancelled pursuant to this Section 1.7. Such shares shall be beneficially owned by such earlier date immediately prior holders and shall be held in escrow and shall be available to such time compensate Acquiror for certain damages as such portion would otherwise escheat to or become property of any government entity) shall, to provided in Article VIII. To the extent permitted by applicable lawnot used for such purposes, 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 Exchange Agent such shares shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered released, all as provided in good faith to a public official pursuant to any applicable abandoned property lawArticle VIII hereof.

Exchange Procedures. After (a) As promptly as practicable after the Effective Time, FNB but in no event later than ten (10 days thereafter. Parent shall cause the ------------------- Exchange Agent to mail to the shareholders of Rowan each (i) holder of record of one or more Certificates representing shares of the Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (collectivelyinto the right to receive Merger Consideration pursuant to Article I, a "Transmittal Letter") letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Rowan Stock prior to such Effective Time Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the number of whole shares of Parent Common Stock, the cash portion of the Merger Consideration and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(c), and (ii) holder of record of Company Preferred Stock a letter of transmittal and instructions for use in such form and have such other provisions effecting the surrender of the Company Preferred Stock certificate in exchange for certificates representing the number of shares of New Parent Preferred Stock as FNB may reasonably specifywell as any dividends or distributions to be paid pursuant to Section 2.2(c). After the Effective Time and upon the Upon proper surrender of certificate(s) representing shares of Rowan Stock a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a such properly completed and letter of transmittal, duly executed Transmittal Letter or, as applicable, Election Formexecuted, the holder of such certificate(s) Certificate or Certificates shall be entitled to receive in exchange therefor the therefor, as applicable, (i) a New Certificate representing that number of whole shares of FNB Parent Common Stock and the cash to which such holder is of Company Common Stock shall have become entitled hereunder pursuant to the provisions of Article I and (including any ii) a check representing the amount of (A) the cash payments to portion of the Merger Consideration which such holder is entitled hereunder has the right to receive in respect of rights the Certificate or Certificates surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of fractional shares which such holder has the right to receive fractional shares in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or other distributions which the holder thereof has the right to which such holder is entitled receive pursuant to this Section 1.8(c))2.2, subject to any required withholding of applicable taxes. Neither FNB nor and the Exchange Agent shall be obligated to deliver any of such payments in cash Certificate or stock until such holder surrenders the certificate(s) representing such holder's shares. The certificate(s) Certificates so surrendered shall forthwith be duly endorsed as the Exchange Agent may requirecancelled. If there is a transfer Upon proper surrender of ownership of any shares of Rowan Company Preferred Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan Stock are presented certificate for exchange and cancellation to the Exchange Agent, accompanied by all documents requiredtogether with such properly completed letter of transmittal, in duly executed, the reasonable judgment holder 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 which remains undistributed to the holders of certificates representing Rowan Company Preferred Stock for six months after the Effective Time certificate shall be delivered entitled to FNBreceive in exchange therefor, upon demandas applicable, (i) New Parent Preferred Stock certificate and any shareholders (ii) a check representing the amount of Rowan 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/or cash and any dividends or distributions with respect which the holder thereof has the right to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (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 the 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official receive pursuant to any applicable abandoned property lawthis Section 2.2, and the Company Preferred Stock so surrendered shall forthwith be cancelled.

Exchange Procedures. After Promptly after the Effective TimeClosing, FNB Parent shall cause to be mailed to each Company Stockholder (i) a letter of transmittal (which shall be in such form and contain such provisions as Parent and the ------------------- Exchange Agent to mail to the shareholders of Rowan of record at the Effective Time who did not previously submit a completed Election Form transmittal materials Company shall mutually agree and other appropriate written instructions (collectively, a "Transmittal Letter") (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing certificates which immediately prior to the Effective Time represented outstanding shares of Rowan Company Capital Stock prior (the “Company Certificates”) whose shares are converted into the right to such Effective Time receive Initial Cash Payments and any applicable Earn-Out Payments pursuant to Section 1.6(b) or 1.6(c), shall pass, only upon proper delivery of such certificates the Company Certificates to the Exchange Agent Payment Agent) and which shall be (ii) instructions for use in such form and have such other provisions as FNB may reasonably specify). After effecting the Effective Time and upon the proper surrender of certificate(s) representing shares of Rowan Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter or, as applicable, Election Form, the holder of such certificate(s) shall be entitled to receive Company Certificates in exchange therefor for the number of shares of FNB Stock and the cash Initial Cash Payments to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder Company Stockholder is entitled pursuant to Section 1.8(c1.6(b) or 1.6(c). Upon surrender of a Company Certificate for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, such Company Stockholder shall be entitled to receive, and the Payment Agent shall promptly deliver in exchange therefor, any Initial Cash Payment to be received (less any amount of cash to be deposited in the Escrow Fund on such holder’s behalf pursuant to Section 1.8(b) and Article VII hereof), subject to any required withholding of applicable taxes. Neither FNB nor and 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) Company Certificate so surrendered shall forthwith be duly endorsed canceled. As soon as the Exchange Agent may require. If there is a transfer of ownership of any shares of Rowan Stock not registered in the transfer records of Rowan, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Rowan 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 which remains undistributed to the holders of certificates representing Rowan Stock for six months practicable after the Effective Time shall be delivered to FNB, upon demandTime, and any shareholders of Rowan who have not previously complied subject to and in accordance with the provisions of this Article I VII hereof, Parent shall thereafter look only cause to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Rowan Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, be delivered to the extent permitted by applicable law, become Escrow Agent (as defined in Article VII) an amount of cash equal to 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 Exchange Agent shall be liable to any holder of shares of Rowan Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawEscrow Amount.