Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each record holder of Company record of an outstanding share of Common Stock as evidenced by certificates immediately prior to the Effective Time (the “Certificates”i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing shares of Common Stock immediately prior to the Effective Time (the “Certificates”) shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof, together with any bond as contemplated by Section 2.7(h)) to the Exchange Agent; Paying Agent and which shall be in the form and have such other provisions as the Surviving Corporation or Paying Agent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu exchange for the payment of the Certificate as provided in Section 3.02(i)) Merger Consideration to be made to the holder thereof pursuant to the Letter Section 2.6. Upon surrender of Transmittal. Within two (2) Business Days (but in no event prior a Certificate for cancellation to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificates Certificate shall be entitled to receive promptly in exchange therefore, and Adara shall cause therefor the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions for each share of Section 3.01, Common Stock formerly represented by such Certificate and the such Certificate so surrendered shall be forthwith be cancelled. Until surrendered The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by this Section 3.02, each Certificate entitled the Paying Agent may impose to receive the Per Share Closing Merger Consideration effect an orderly exchange thereof in accordance with this Article III customary exchange practices. No interest shall be deemed at all times after paid or accrued for the Effective Time to represent only benefit of holders of the right to receive shares of Common Stock or on the consideration payable upon the surrender of the Certificate formerly representing such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly soon as practicable after following the date hereofEffective Time, Adara and in any event within two Business Days following the Effective Time (but in no event prior to the Effective Time), IAC shall use its reasonable best efforts to cause the Exchange Agent to mail deliver to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration Common Stock Consideration, and each holder of Company Preferred Stock entitled to receive the Per Share Preferred Stock Consideration, pursuant to this Article III: Section 3.01 a letter of transmittaltransmittal and instructions for use in exchanging such Company Stockholder’s Company Shares for such Company Stockholder’s applicable portion of the Stock Consideration from the Exchange Fund, which and that shall be in a form and contain provisions which IAC may specify and which are reasonably acceptable to Adara and the Company (the a “Letter of Transmittal”), which shall (i) contain customary representations and shall warranties as to title, authorization, execution and delivery, (ii) contain a customary release of all claims against IAC and the Company arising out of or related to such holder’s ownership of Company Shares, (iii) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates Company Shares shall pass, only upon proper delivery of any stock certificate representing the Certificates Company Shares (a “Certificate”) to the Exchange Agent; , and (Biv) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after Promptly following the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such Company Shares are or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)were certificated), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara IAC shall cause instruct the Exchange Agent to deliver the Per Share Closing Merger Common Stock Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Common Stock Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with this Article III Section 3.01 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Common Stock Consideration or Per Share Preferred Stock Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As promptly soon as reasonably practicable after the date hereofEffective Time, Adara the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇ Common Stock as evidenced by certificates (the “"Certificates”") and entitled converted pursuant to Section 2.01(a)(iii) into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Price (x) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (By) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Price. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsits terms, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor an amount equal to the Merger Price per share of ▇▇▇▇▇ Common Stock represented thereby, and Adara shall cause which such holder has the Exchange Agent right to deliver receive pursuant to the Per Share Closing Merger Consideration provisions of this Article II (in accordance with the provisions of Section 3.01applicable law), and the Certificate so surrendered shall forthwith be cancelledcanceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of ▇▇▇▇▇ Common Stock which is not registered in the transfer records of ▇▇▇▇▇, the Merger Price may be issued to a transferee if the Certificate representing such ▇▇▇▇▇ Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid. (ii) Until surrendered as contemplated by this Section 3.022.02(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions Price per share of ▇▇▇▇▇ Common Stock represented thereby as contemplated by this Article IIIII, and shall not entitle the holder thereof to any rights of shareholders of the Surviving Corporation. (iiiii) Within two (2) Business Days following The Surviving Corporation shall pay all charges and expenses incurred by the Effective Time (but in no event prior to the Effective Time), Adara shall cause Surviving Corporation or the Exchange Agent to deliver to in connection with the exchange of Certificates for cash. (iv) The parties acknowledge that the Exchange Agent may require each record holder of Company Common Stock, as record of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions outstanding shares of Section 3.01, and such Company ▇▇▇▇▇ Common Stock shall forthwith be cancelledto execute and deliver such documents and instruments as the Exchange Agent may reasonably require to effectuate the surrender of such shares in exchange for the Merger Price, including any appropriate affidavits and tax forms.

Exchange Procedures. (ia) As promptly soon as practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each record holder of record of a Certificate or Certificates which, immediately prior to the Effective Time, represented outstanding Company Common Stock as evidenced by certificates (Shares subsequently converted into the “Certificates”) and entitled right to receive the Per Share Closing Merger Consideration pursuant to this Article IIIConsideration, as set forth in Section 2.4: (A) a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “"Letter of Transmittal”") and which (i) shall specify (A) that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange AgentAgent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.7) and (ii) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (B) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (or affidavit b) Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter of Transmittal, duly completed executed, and validly executed in accordance with the instructions thereto and such any other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or the Surviving Corporation, (A) the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a check and Adara shall cause a certificate or certificates representing the Exchange Agent applicable amount of cash and shares of Parent Common Stock which such holder has the right to deliver the Per Share Closing Merger Consideration in accordance with the provisions of receive pursuant to Section 3.01, 2.4 and (B) the Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each such Certificate shall represent the right to receive the aggregate Merger Consideration relating thereto. (c) In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Company Common Shares is presented to the Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. Until surrendered as contemplated by this Section 3.023.2, each such Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing appropriate amount of the applicable Merger Consideration Consideration. (d) No dividends or other distributions that such holder is are declared or made after the Effective Time with respect to Parent Common Stock payable to holders of record thereof after the Effective Time shall be paid to a Company Stockholder entitled to receive certificates representing Parent Common Stock until such Company Stockholder has properly surrendered such Company Stockholder's Certificates. Upon such surrender, there shall be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividends which shall have become payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided, however, that such dividend payments shall be made on such payment dates. In no event shall the Company Stockholder entitled to receive such dividends be entitled to receive interest on such dividends. (e) No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of Parent. All fractional shares of Parent Common Stock that a Company Stockholder would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled. Parent shall timely make available to the Exchange Agent any cash necessary to make payments in lieu of fractional shares as aforesaid. No such cash in lieu of fractional shares of Parent Common Stock shall be paid to any Company Stockholder until Certificates are surrendered and exchanged in accordance with the provisions of this Article IIISection 3.2. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly as practicable Promptly after the date hereofEffective Time, Adara and in no event later than four (4) Business Days after the Closing, the Surviving Corporation shall use its reasonable best efforts cause to cause the Exchange Agent to mail be mailed to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate or Certificates that immediately prior to the “Certificates”) and entitled Effective Time represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive the Per Share Closing applicable Merger Consideration pursuant to this Article IIISection 2.6(a), subject to Section 2.11 and Section 8 hereof and the Escrow Agreement: (i) a letter of transmittal, which shall be transmittal in a form reasonably acceptable to Adara mutually agreed by Acquiror and the Company Target (the “Letter of Transmittal”) and shall specify which (A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates by Acquiror, (B) shall acknowledge the indemnification obligations of the holders of Target Preferred Stock, (C) shall contain a full release of Target, Surviving Corporation and Acquiror and its Affiliates, and (D) shall be in such form and have such other provisions as Acquiror and Target may reasonably specify); (ii) such other customary documents as may be required pursuant to the Exchange Agentsuch instructions; and (Biii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Consideration that a holder of loss in lieu of the Certificate as provided in Section 3.02(i)Certificate(s) is entitled to receive pursuant to the Letter Section 2.6(a), subject to Section 2.11 and Section 8 hereof, if any. Upon surrender of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder a Certificate for cancellation (to Acquiror or affidavit of loss in lieu of the Certificate to such other agent or agents as provided in Section 3.02(i))may be appointed by Acquiror, together with a Letter such letter of Transmittaltransmittal and other customary documents, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsthereto, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefore (i) the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions that a holder of Certificate(s) is entitled to receive pursuant to Section 3.012.6(a), subject to Section 2.11 and Section 8 hereof, if any, and the Certificate so surrendered shall forthwith be cancelledcanceled and such Merger Consideration shall be promptly delivered by Acquiror (in no event later than seven (7) days after the surrender of such complete and fully executed documents by the holder) to such holder. Until surrendered as contemplated by this Section 3.02so surrendered, each outstanding Certificate entitled that prior to receive the Per Share Closing Merger Consideration in accordance with this Article III shall Effective Time represented shares of Target Capital Stock will be deemed at all times from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender the Per Share Closing Merger Consideration that such a holder of Certificate(s) is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior pursuant to the Effective TimeSection 2.6(a), Adara shall cause the Exchange Agent subject to deliver to each record holder of Company Common StockSection 2.11 and Section 8 hereof, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledif any.

Exchange Procedures. (ia) As promptly as practicable Promptly after the date hereofEffective Time (but in no event later than five (5) Business Days following the Effective Time), Adara Parent shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or other entity ("Person") who was at the Effective Time a holder of record holder of shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 1.5(a) (i) a letter of transmittal, transmittal (which shall be in a customary form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates that formerly evidenced the shares of Company Common Stock shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof) to the Exchange Paying Agent; , and which shall have such customary provisions with respect to delivery of an "agent's message" with respect to shares held in book-entry form as Parent and the Company may reasonably specify) and (Bii) instructions for use in effecting the surrender of Certificates pursuant to such letter of transmittal in exchange for the Merger Consideration (which instructions shall provide that, at the election of the surrendering holder, such Certificates (or affidavit of loss including, as applicable, any book-entry shares) may be surrendered and the Merger Consideration in lieu of exchange therefor collected by hand delivery), in each case in form and substance reasonably agreed to by Parent and the Certificate as provided in Section 3.02(i)Company. (b) pursuant to the Letter of Transmittal. Within two Upon (2i) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Paying Agent of all Certificates held by such holder a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))cancellation, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto or (ii) receipt of an "agent's message" by the Paying Agent, as applicable, in the case of shares held in book-entry form, and such other documents as may be reasonably required pursuant to such instructionsby the Paying Agent and reasonably approved by Parent and the Company, the holder of such Certificates Certificate (including, as applicable, book-entry shares) shall be entitled to receive in exchange therefore, and Adara shall cause respect of each share previously represented thereby cash in the Exchange Agent to deliver amount of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Sections 1.5(a), 1.6(a), 1.6(b) or 1.7(a). (c) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be an obligation of payment that (i) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Paying Agent that such tax either has been paid or is not payable. (d) Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III (including, as applicable, book-entry shares) shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with respect of the provisions number of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to shares previously represented thereby. From and after the Effective Time, represented by holders of Certificates (including, as applicable, book-entry shares) shall cease to have any rights as stockholders of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Company, and such Company Common Stock shall forthwith be cancelledexcept as provided herein or by applicable Law.

Exchange Procedures. (i) As promptly as practicable after the date hereofXtribe Merger Effective Time, Adara WinVest shall use its commercially reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and Units entitled to receive a portion of the Per Share Closing Aggregate Merger Consideration pursuant to this Article III: Section 3.01 a letter of transmittal, which shall be in a form reasonably acceptable to Adara WinVest and the Company (the “Letter of Transmittal”) ), and shall specify (Ai) that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Company Common Units (the “Certificates”) shall pass, only upon proper delivery and surrender of the Certificates to the Exchange Agent; and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Xtribe Merger Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor, and Adara WinVest shall cause the Exchange Agent to deliver deliver, the Per Share Closing portion of Aggregate Merger Consideration to which such holder is entitled in accordance with the provisions of Section 3.01, and the Certificate Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing applicable portion of the Aggregate Merger Consideration in accordance with this Article III Section 3.01 shall be deemed at all times after the Xtribe Merger Effective Time to represent only the right to receive upon such surrender of such Certificate the Per Share Closing portion of the Aggregate Merger Consideration that the holder of such holder Certificate is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent cash equal to the aggregate amount of the Cash Consideration issuable pursuant to this Article II plus an estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) As promptly as practicable after practicable, but in any event no later than five (5) Business Days following the date hereofEffective Time, Adara shall use its reasonable best efforts and provided that Company has delivered, or caused to cause be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; ) and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of exchange for the Certificate Merger Consideration as provided for in Section 3.02(i)) pursuant to the Letter this Agreement. Upon proper surrender of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender a Certificate for exchange and cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor, and Adara as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock (if any) to which such former holder of Company Common Stock shall cause have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the Exchange Agent amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Certificate surrendered pursuant to this Agreement, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.022.05(b), each Certificate entitled to receive the Per Share Closing Merger Consideration (other than Certificates representing treasury stock or shares described in accordance with this Article III Section 2.01(b)(ii)) shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive as provided for in accordance with the provisions this Agreement, any unpaid dividends and distributions thereon as provided in paragraph (c) of this Article III. (ii) Within two (2) Business Days following Section 2.05 and any unpaid dividend with respect to the Effective Time (but in no event Company Common Stock with a record date that is prior to the Effective Time. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates. For shares of Company Common stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.05, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each case by Buyer (but not more than the amount required under Buyer’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, Adara it shall cause be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to deliver Buyer. Any shareholders of Company who have not theretofore complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each record share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to tender to the custody of any court of competent jurisdiction any Merger Consideration represented by such Certificate and file legal proceedings interpleading all parties to such dispute, and will thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock, as Stock in respect of immediately prior to the Effective Time, represented which such deduction and withholding was made by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledBuyer.

Exchange Procedures. (ia) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates Appropriate transmittal materials (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) in a form satisfactory to WFD and CBNK shall be mailed as soon as practicable, but in no event later than five Business Days after the Closing Date, after the Effective Time to each holder of record of CBNK Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of CBNK Common Stock (“Certificate(s)”) to be converted thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, WFD shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of WFD Common Stock to provide for payment of the aggregate Merger Consideration pursuant to Section 2.07 and (ii) deposit, or cause to be deposited, with Computershare Trust Company, N.A. (the “Exchange Agent”), for the benefit of the holders of shares of CBNK Common Stock, for exchange in accordance with this Section 2.06, an amount of cash sufficient to pay any cash in lieu of Fractional Shares pursuant to Section 2.03. (d) The Letter of Transmittal shall (i) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , (ii) be in a form and contain any other provisions as are reasonably satisfactory to CBNK and WFD and (Biii) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu exchange for the Merger Consideration. Upon the proper surrender of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor a certificate representing that number of whole shares of WFD Common Stock that such holder has the right to receive pursuant to Section 2.01, and Adara shall cause a check in the Exchange Agent amount equal to deliver the Per Share Closing Merger Consideration cash in accordance with lieu of Fractional Shares, if any, that such holder has the provisions of right to receive pursuant to Section 3.012.03, and the Certificate any dividends or other distributions to which such holder is entitled pursuant to this Section 2.06. Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered As soon as contemplated practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute WFD Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of WFD Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of CBNK Common Stock not registered in the transfer records of CBNK, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such CBNK Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of WFD and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to WFD Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of WFD Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 3.022.06. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of WFD Common Stock represented by such person’s Certificates. (f) The stock transfer books of CBNK shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of CBNK of any shares of CBNK Common Stock. If, after the Effective Time, Certificates are presented to WFD, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.06. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.03, any dividends or other distributions to be paid pursuant to this Section 2.06 or any proceeds from any investments thereof that remains unclaimed by the shareholders of CBNK for nine months after the Effective Time shall be repaid by the Exchange Agent to WFD upon the written request of WFD. After such request is made, any shareholders of CBNK who have not theretofore complied with this Section 2.06 shall look only to WFD for the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect of each Certificate share of CBNK Common Stock such shareholder holds, as determined pursuant to Section 2.06 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of WFD (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of CBNK Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) WFD and the Exchange Agent shall be entitled to rely upon CBNK’s stock transfer books to establish the identity of those persons entitled to receive the Per Share Closing Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, WFD and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in accordance lieu of Fractional Shares, if any, represented thereby in escrow with this Article III shall an independent third party and thereafter be deemed at all times after the Effective Time relieved with respect to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIany claims thereto. (iii) Within two (2) Business Days following If any Certificate shall have been lost, stolen or destroyed, upon the Effective Time (but in no event prior making of an affidavit of that fact by the person claiming such Certificate to the Effective Time)be lost, Adara shall cause stolen or destroyed and, if required by the Exchange Agent or WFD, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to deliver to each record holder of Company Common Stocksuch Certificate, as of immediately prior to the Effective TimeExchange Agent will issue in exchange for such lost, represented by book-entry stolen or destroyed Certificate the Per Share Closing Merger Consideration and cash in accordance with the provisions lieu of Fractional Shares, if any, deliverable in respect thereof pursuant to Section 3.01, and such Company Common Stock shall forthwith be cancelled2.03.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time and in any event not later than the fifth business day following the Effective Time, Adara ET shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (ETO Preferred Units, which at the “Certificates”) and entitled Effective Time were converted into the right to receive the Per Share Closing applicable portion of the Preferred Merger Consideration pursuant to this Article III: Section 2.1(a), (i) a customary letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; transmittal and (Bii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing ETO Preferred Units (or affidavit including customary provisions with respect to delivery of loss an “agent’s message” with respect to Book-Entry Units representing ETO Preferred Units) (in lieu each case, “Certificates”) in exchange for the applicable portion of the Certificate as provided in Section 3.02(i)) Preferred Merger Consideration and any distributions payable pursuant to the Letter Section 2.3(c). Upon surrender of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates ETO Preferred Units shall be entitled to receive in exchange thereforetherefor (subject to withholding tax as specified in Section 2.4), as applicable, that number of whole New ET Preferred Units to which such holder is entitled pursuant to Section 2.1(c), and Adara shall cause a check in an amount equal to the Exchange Agent aggregate amount of cash that such holder has a right to deliver the Per Share Closing Merger Consideration in accordance with the provisions of receive pursuant to Section 3.012.3(c) to which such holder is entitled, and the Certificate ETO Preferred Units represented by the Certificates so surrendered shall forthwith be cancelled. If any cash payment is to be made to, or any New ET Preferred Units constituting any part of the applicable portion of the Preferred Merger Consideration is to be registered in the name of, a person other than the person in whose name the applicable surrendered ETO Preferred Units is registered, it shall be a condition to the payment or registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment or delivery of the Preferred Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 3.022.3(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive the applicable portion of the Preferred Merger Consideration (and any amounts to be paid pursuant to Section 2.3(c)) upon such surrender the Per Share Closing Merger Consideration that such holder is entitled surrender. No interest shall be paid or shall accrue on any amount payable pursuant to receive in accordance with the provisions of this Article IIISection 2.3(c). (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly as practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange Agent shall send or cause to mail be sent to each record former holder of Company record of CNB Financial Common Stock as evidenced by certificates who did not previously submit a properly completed Election Form (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter other than holders of transmittalDissenting Shares), which shall be in a form reasonably acceptable to Adara and the Company appropriate transmittal materials (the “Letter of Transmittal”) in a form satisfactory to United Financial Bancorp and CNB Financial. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of CNB Financial Common Stock (“Certificate(s)”) to be converted thereby. (b) At and after the Effective Time, each Certificate (except as specifically set forth in Section 2.5) shall represent only the right to receive the Per Share Stock Consideration or the Per Share Cash Consideration or a combination thereof (hereinafter referred to as the “Merger Consideration”) in accordance with this Agreement. (c) Prior to the Effective Time, United Financial Bancorp shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of United Financial Bancorp Common Stock to provide for payment of the Aggregate Stock Limit and (ii) deposit, or cause to be deposited, with Registrar and Transfer Company (the “Exchange Agent”), for the benefit of the holders of shares of CNB Financial Common Stock, for exchange in accordance with this Section 2.6, an amount of cash sufficient to the Aggregate Cash Limit and any cash in lieu of fractional shares pursuant to Section 2.6(f). (d) The Letter of Transmittal shall (i) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , (ii) be in a form and contain any other provisions as United Financial Bancorp may reasonably determine and (Biii) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu exchange for the Merger Consideration. Upon the proper surrender of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor a certificate representing that number of whole shares of United Financial Bancorp Common Stock and/or a check in the aggregate amount representing the amount of cash that such holder has the right to receive pursuant to Section 2.6, cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.6(f), and Adara shall cause the Exchange Agent any dividends or other distributions to deliver the Per Share Closing Merger Consideration in accordance with the provisions of which such holder is entitled pursuant to Section 3.01, and the Certificate 2.7(e). Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered As soon as contemplated practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute United Financial Bancorp Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of United Financial Bancorp Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of CNB Financial Common Stock not registered in the transfer records of CNB Financial, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such CNB Financial Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of United Financial Bancorp and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to United Financial Bancorp Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of United Financial Bancorp Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 3.022.7. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of United Financial Bancorp Common Stock represented by such person’s Certificates. (f) The stock transfer books of CNB Financial shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of CNB Financial of any shares of CNB Financial Common Stock. If, after the Effective Time, Certificates are presented to United Financial Bancorp, they shall be canceled and exchanged for the Per Share Stock Consideration or Per Share Cash Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.6, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the shareholders of CNB Financial for six months after the Effective Time shall be repaid by the Exchange Agent to United Financial Bancorp upon the written request of United Financial Bancorp. After such request is made, any shareholders of CNB Financial who have not theretofore complied with this Section 2.7 shall look only to United Financial Bancorp for the Merger Consideration and cash in lieu of fractional shares, if any, deliverable in respect of each Certificate share of CNB Financial Common Stock such shareholder holds, as determined pursuant to Section 2.6 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of United Financial Bancorp (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of CNB Financial Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) United Financial Bancorp and the Exchange Agent shall be entitled to rely upon CNB Financial’s stock transfer books to establish the identity of those persons entitled to receive the Per Share Closing Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, United Financial Bancorp and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in accordance lieu of fractional shares, if any, represented thereby in escrow with this Article III shall an independent third party and thereafter be deemed at all times after the Effective Time relieved with respect to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIany claims thereto. (iii) Within two (2) Business Days following If any Certificate shall have been lost, stolen or destroyed, upon the Effective Time (but in no event prior making of an affidavit of that fact by the person claiming such Certificate to the Effective Time)be lost, Adara shall cause stolen or destroyed and, if required by the Exchange Agent or United Financial Bancorp, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to deliver to each record holder of Company Common Stocksuch Certificate, as of immediately prior to the Effective TimeExchange Agent will issue in exchange for such lost, represented by book-entry stolen or destroyed Certificate the Per Share Closing Merger Consideration and cash in accordance with the provisions lieu of fractional shares, if any, deliverable in respect thereof pursuant to Section 3.01, and such Company Common Stock shall forthwith be cancelled2.6.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock as evidenced by certificates (the “"Certificates”") and entitled whose shares are converted pursuant to Section 2.01(c) into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Price (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Price. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsits terms, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor a check representing the Exchange Agent Merger Price per share of Company Common Stock represented thereby which such holder has the right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to the provisions of Section 3.01this Article II, 46 8 and the Certificate so surrendered shall forthwith be cancelledcanceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Price may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.02(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder Price per share of Company Common Stock, Stock represented thereby as of immediately prior to the Effective Time, represented contemplated by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.this Article II. (c)

Exchange Procedures. (a) As soon as practicable following the Effective Time, but in no event later than 10 days thereafter, and continuing until the first anniversary of the Effective Time, M&T shall make available on a timely basis or cause to be made available to an exchange agent agreed upon by M&T and ▇▇▇▇▇▇ (the “Exchange Agent”) (i) As promptly cash in an amount sufficient to allow the Exchange Agent to make all payments that may be required pursuant to this Article II and (ii) certificates, or at M&T’s option, evidence of shares in book entry form, representing the shares of M&T Common Stock (“New Certificates”), each to be given to the holders of ▇▇▇▇▇▇ Common Stock in exchange for Old Certificates pursuant to this Article II. Upon such anniversary, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to M&T. Any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates pursuant to this Article II shall thereafter be entitled to look exclusively to M&T, and only as practicable a general creditor thereof, for the consideration to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article II. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly after the date hereofEffective Time, Adara but in no event later than ten days thereafter, M&T shall use its reasonable best efforts to cause the Exchange Agent to mail or deliver to each record person who was, immediately prior to the Effective Time, a holder of Company record of ▇▇▇▇▇▇ Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent; and (B) containing instructions for use in effecting the surrender of Old Certificates in exchange for the Certificates (or affidavit of loss in lieu consideration to which such person may be entitled pursuant to this Article II. After completion of the Certificate as provided allocation procedure set forth in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the 2.3 and upon surrender to the Exchange Agent of all Certificates held by such holder an Old Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal or Election Form, as the case may be, duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsthereto, the holder of such Certificates Old Certificate shall promptly be entitled to receive provided in exchange thereforetherefor, and Adara shall cause but in no event later than ten Business Days after due surrender, a New Certificate and/or a check in the Exchange Agent amount to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01which such holder is entitled pursuant to this Article II, and the Old Certificate so surrendered shall forthwith be cancelledcanceled. Until No interest will accrue or be paid with respect to any property to be delivered upon surrender of Old Certificates. (c) If any cash payment is to be made in a name other than that in which the Old Certificate surrendered as contemplated in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by this Section 3.02, each Certificate entitled to receive reason of the making of such payment of the Per Share Closing Merger Cash Consideration in a name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any New Certificate representing shares of M&T Common Stock is to be issued in the name of other than the registered holder of the Old Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of M&T Common Stock in a name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) No dividends or other distributions with a record date after the Effective Time with respect to M&T Common Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article III II. After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of M&T Common Stock represented by the provisions of this Article IIINew Certificate. (iie) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to At or after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Company of Old Shares. (f) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by M&T or the Exchange Agent, the posting by such person of a bond in such reasonable amount as M&T or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Old Certificate, M&T or the Exchange Agent shall, in exchange for such lost, stolen or destroyed Old Certificate, pay or cause to be paid the consideration deliverable in respect of the Old Shares formerly represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions such Old Certificate pursuant to this Article II. (g) Notwithstanding any other provision of Section 3.01this Agreement, and such Company neither certificates nor scrip for fractional shares of M&T Common Stock shall forthwith be cancelledissued in the Merger. Each holder who otherwise would have been entitled to a fraction of a share of M&T Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of ▇▇▇▇▇▇ Common Stock owned by such holder at the Effective Time) by the Closing Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Exchange Procedures. (i) As promptly as practicable after the date hereof, Adara Acquiror shall use its reasonable best efforts to cause the Exchange Agent Agent, promptly after the Company Merger Effective Time (and in no event later than five (5) Business Days following the Company Merger Effective Time), to mail to each record holder of record of a certificate or certificates that immediately prior to the Company Common Stock as evidenced by certificates Merger Effective Time represented outstanding Company Shares (the “Company Stock Certificates”) and entitled that were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 3.1(b), (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, effected and risk of loss and title to the Company Stock Certificates shall pass, pass only upon proper delivery of the Company Stock Certificates to the Exchange Agent; Agent and shall be in such form and have such other customary provisions as Acquiror and the Company may reasonably specify) and (Bii) instructions for completion and use in effecting the surrender of the Company Stock Certificates (or affidavit in exchange for the Merger Consideration. Upon surrender of loss in lieu of the a Company Stock Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionscontained therein, the holder of such Certificates Company Stock Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor an Acquiror Stock Certificate representing the Exchange Agent number of whole shares of Acquiror Shares that such holder has the right to deliver receive pursuant to this Article III (together with payment of cash in lieu of fractional shares which such holder has the Per Share Closing Merger Consideration in accordance with the provisions of right to receive pursuant to Section 3.01, 3.2) and the Company Stock Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee of the record holder of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.023.4, each Company Stock Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Company Merger Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive provided for in accordance with the provisions of this Article IIISection 3.1(b). (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly (1) The Company shall settle its Exchange Obligations as practicable after described in Section 8.02(a)(3), unless, within the date hereofapplicable time period specified in this Section 8.02(a)(1), Adara shall use the Company elects to settle its reasonable best efforts to cause the Exchange Agent to mail to each record holder Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be is required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the Company shall be deemed at all times after notify each exchanging Noteholder by notice to the Effective Time Trustee (for further distribution to represent only Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such Holder, and such notice shall specify the section of this Third Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, however, that the Company shall have the right to receive upon such surrender irrevocably elect, in its sole discretion and without the Per Share Closing Merger Consideration consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to February 15, 2013, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that such holder the Company is entitled required to receive settle all exchanges with an Exchange Date occurring on or after February 15, 2013 in accordance with the provisions same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Article IIIThird Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 15, 2013, which shall all be satisfied in the same manner. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates Appropriate transmittal materials (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) in a form satisfactory to IBC and LFC shall be mailed within three Business Days after the Effective Time to each holder of record of Shares as of the Effective Time who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all Shares to be converted thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration payable with respect thereto. (c) Prior to the Effective Time, IBC shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares, for exchange in accordance with this Section 3.3, an amount of cash sufficient to pay the aggregate Per Share Cash Consideration and the aggregate amount of cash in lieu of fractional shares to be paid pursuant to Section 3.1, and IBC shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of IBC Common Stock to provide for payment of the aggregate Per Share Stock Consideration. (d) The Letter of Transmittal shall (i) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , (ii) be in a form and contain any other provisions as IBC may reasonably determine and (Biii) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu exchange for the Merger Consideration. Upon the proper surrender of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor (m) a certificate representing that number of whole shares of IBC Common Stock that such holder has the right to receive pursuant to this Article III, if any, and Adara shall cause (n) a check in the Exchange Agent amount equal to deliver the Per Share Closing Merger Consideration cash that such holder has the right to receive pursuant to this Article III, if any (including any cash in accordance with lieu of fractional shares, if any, that such holder has the provisions of right to receive pursuant to Section 3.01, 3.1) and the Certificate any dividends or other distributions to which such holder is entitled pursuant to this Section 3.3. Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered As soon as contemplated by this Section 3.02practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, each Certificate the Exchange Agent shall distribute IBC Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of IBC Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the Per Share Closing account of the Persons entitled thereto. If there is a transfer of ownership of any Shares not registered in the transfer records of LFC, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such Shares are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of IBC and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. The Merger Consideration and any additional amounts paid upon the surrender for exchange of certificates representing Shares in accordance with the terms of this Article III shall be deemed at to have been paid in full satisfaction of all times rights pertaining to the Shares theretofore represented by such certificates. (e) No dividends or other distributions declared or made after the Effective Time with respect to represent only the right IBC Common Stock issued pursuant to receive upon such surrender the Per Share Closing Merger Consideration that such holder is this Agreement shall be remitted to any Person entitled to receive shares of IBC Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 3.3. Upon the surrender of such Person’s Certificates, such Person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of IBC Common Stock represented by such Person’s Certificates. (f) The stock transfer books of LFC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of LFC of any Shares. If, after the Effective Time, Certificates are presented to IBC, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the provisions procedures set forth in this Section 3.3. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 3.1, any dividends or other distributions to be paid pursuant to this Section 3.3 or any proceeds from any investments thereof that remains unclaimed by the stockholders of LFC for six months after the Effective Time shall be repaid by the Exchange Agent to IBC upon the written request of IBC. After such request is made, any stockholders of LFC who have not theretofore complied with this Section 3.3 shall look only to IBC for the Merger Consideration deliverable in respect of each share of Shares such stockholder holds, as determined pursuant to this Article III of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of IBC (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any Person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Shares for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) IBC and the Exchange Agent shall be entitled to rely upon LFC’s stock transfer books to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, IBC and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent of IBC, the posting by such Person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofClosing Time, Adara the Surviving Corporation shall use its reasonable best efforts cause to cause the Exchange Agent to mail be delivered, to each record holder of Company Common Stock as evidenced by record of a certificate or certificates (the “"Certificates”") which immediately prior to the Closing Time represented outstanding Lanacom Common Shares whose shares were exchanged for Class A Shares upon the Amalgamation and entitled to receive the Per Share Closing Merger Consideration changed into Exchangeable Shares pursuant to this Article III: Section 1.5, (i), a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as BackWeb Parent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing Exchangeable Shares. No certificates shall be issued by the Surviving Corporation in respect of loss in lieu any Class A Shares. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held or to such agent or agents as may be appointed by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))BackWeb Parent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsthereto, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor a certificate representing the Exchange Agent number of whole Exchangeable Shares issued to deliver such holder pursuant to Section 1.5 (subject to the Per Share Closing Merger Consideration in accordance with the escrow provisions of Section 3.01, 1.9 and Article VII) and the Certificate so surrendered shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 3.02so surrendered, each outstanding Certificate entitled that, prior to receive the Per Share Closing Merger Consideration in accordance with this Article III shall Time, represented Lanacom Common Shares, will be deemed at all times from and after the Effective Time Closing Time, to represent evidence only the right to receive upon Exchangeable Shares in respect of each such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. share (ii) Within two (2) Business Days following the Effective Time (but in no event prior subject to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the escrow provisions of Section 3.01, 1.9 and such Company Common Stock shall forthwith be cancelledArticle VII).

Exchange Procedures. (i) As promptly as practicable Promptly after the date hereofEffective Time, Adara Holdco shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock record (as evidenced by of the Effective Time) of, or entitled to, a certificate or certificates (the “"Certificates”") which immediately prior to the Effective Time represented outstanding shares of NPS Common Stock, including, for greater certainty, the holders (other than NPS or any of its Subsidiaries) of certificates including Exchangeable Shares purchased by an affiliate of NPS prior to the Effective Time, and entitled Enzon Common Stock, in each case, whose shares were converted into the right to receive the Per Share Closing Merger Consideration shares of Holdco Common Stock pursuant to this Article IIISection 1.9 and Section 1.10 hereof, cash in lieu of any fractional shares pursuant to Section 1.11(d) hereof and any dividends or other distributions pursuant to Section 1.11(e) hereof: (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as NPS and Enzon may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing whole shares of loss Holdco Common Stock, cash in lieu of the Certificate as provided in Section 3.02(i)) any fractional shares pursuant to the Letter Section 1.11(d) hereof and any dividends or other distributions pursuant to Section 1.11(e) hereof. Upon surrender of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor the number of whole shares of Holdco Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.9 and Section 1.10 hereof (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable Legal Requirements), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.11(d) hereof and Adara shall cause the Exchange Agent any dividends or distributions payable pursuant to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.011.11(e), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 3.02so surrendered, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall outstanding Certificates will be deemed at all times from and after the Effective Time Time, for all corporate purposes, to represent only evidence the ownership of the number of full shares of Holdco Common Stock into which such shares of NPS Common Stock or Enzon Common Stock shall have been so converted and the right to receive upon such surrender an amount in cash in lieu of the Per Share Closing Merger Consideration that such holder is entitled to receive issuance of any fractional shares in accordance with the provisions of this Article IIISection 1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.11(e) hereof. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly soon as practicable after the date hereofEffective Time, Adara the Paying Agent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate or Certificates that, immediately prior to the “Certificates”) and entitled Effective Time, represented outstanding Shares subsequently converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article IIIConsideration, as set forth in Section 1.4: (A) a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “"Letter of Transmittal”") and that (i) shall specify (A) that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange AgentPaying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (ii) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (B) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (or affidavit b) Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Paying Agent or the Surviving Corporation, (A) the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and (B) the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.022.2, each such Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing applicable Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIConsideration. (iic) Within two (2) Business Days following In the Effective Time (but event of a transfer of ownership of Shares that is not registered in no event prior the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Effective Time), Adara shall cause Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Paying Agent to deliver evidence and effect such transfer and to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledevidence that any applicable Taxes have been paid.

Exchange Procedures. (ia) As Promptly after the Effective Time, Buyer shall deposit with the Exchange Agent, for exchange in accordance with this Section 3.3, the Merger Consideration and cash in an aggregate amount sufficient for payment in lieu of fractional shares of Buyer Common Stock to which holders of Seller Common Stock may be entitled pursuant to Section 3.8 (collectively, the “Exchange Fund”). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder (including pursuant to Section 3.8), Buyer shall promptly make available to the Exchange Agent the amounts so required to satisfy such payment obligations in full. The Exchange Agent shall deliver the Merger Consideration and cash in lieu of any fractional shares of Buyer Common Stock out of the Exchange Fund. Except as contemplated by this Section 3.3 and Section 3.9, the Exchange Fund will not be used for any other purpose. (b) Unless different timing is agreed to by Buyer and Seller, as soon as reasonably practicable after the date hereofEffective Time, Adara but in any event no more than seven business days after the Effective Time, Buyer shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder the former shareholders of Company Common Stock as evidenced by certificates Seller appropriate transmittal materials (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Exchange Agent; and (B) instructions ). In the event of a transfer of ownership of shares of Seller Common Stock represented by one or more certificates that are not registered in the transfer records of Seller, the Per Share Purchase Price payable for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate such shares as provided in Section 3.02(i)) pursuant Sections 3.1 and 3.2 may be issued to a transferee if the certificate or certificates representing such shares are delivered to the Letter of Transmittal. Within two (2) Business Days (but in no event prior Exchange Agent, accompanied by all documents required to the Effective Time) after the surrender evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate shall have been lost, mutilated, stolen, or destroyed, upon the making of all Certificates held an affidavit of that fact by the person claiming such certificate to be lost, stolen, mutilated, or destroyed and the posting by such holder person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for cancellation (such lost, mutilated, stolen, or affidavit of loss destroyed certificate the Per Share Purchase Price as provided for in lieu Sections 3.1 and 3.2. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Certificate Exchange Agent in connection with the distribution of the Per Share Purchase Price as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed Sections 3.1 and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III3. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly as practicable after the date hereofEffective Time, Adara Parent shall use its reasonable best efforts to send, or will cause the Exchange Agent to mail send, to each holder of record holder of Company Common Stock as evidenced by certificates (Shares that were converted into the “Certificates”) and entitled right to receive the Per Share Closing Merger Consideration Parent Common Shares and cash in lieu of fractional shares pursuant to this Article III: 2, a letter of transmittal, transmittal and instructions (which shall be in a customary form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates Company Common Shares to the Exchange Agent; and (B) instructions ), for use in effecting the exchange contemplated by this Section. Upon surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender a certificate representing Company Common Shares to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)a “Certificate”), together with a Letter duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionstransmittal, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a certificate representing that number of whole Parent Common Shares and Adara shall cause cash which such holder has the Exchange Agent right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelledthis Article 2 (after giving effect to any required withholding tax). Until surrendered as contemplated by this Section 3.02Section, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive and unpaid dividends and distributions thereon, if any, as provided in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following . If any portion of the Effective Time (but Merger Consideration is to be paid to a Person other than the Person in no event prior whose name the Certificate is registered, it shall be a condition to such payment that the Effective Time), Adara Certificate so surrendered shall cause be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to deliver to each record a Person other than the registered holder of Company Common Stocksuch Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the portion of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance to which such Person is entitled, together with the provisions any unpaid dividends and distributions on any such Parent Common Shares, as contemplated by this Article 2. For purposes of Section 3.01this Agreement, and such Company Common Stock shall forthwith be cancelled“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust, a business, a joint venture or any other entity or organization, including a Governmental Entity.

Exchange Procedures. As soon as reasonably practicable (iand no later than two Business Days) As promptly as practicable after the date hereofEffective Time, Adara Acquiror shall use its reasonable best efforts to cause instruct the Exchange Agent to mail to each record holder of record of certificates or instruments evidencing the Company Common Stock as evidenced by certificates that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and entitled which were converted into the right to receive the Per Share Closing Merger Consideration cash pursuant to this Article III: Section 2.1(b), (i) a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company transmittal (the “Letter of Transmittal”) and that shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; ) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for cash, which letter of transmittal and instructions shall be in the customary form used by Acquiror and the Exchange Agent (or affidavit provided that Acquiror will provide the Company with a reasonable opportunity to review and comment thereon). Upon surrender of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent (including any required Form W-9 or Form W-8), the holder holders of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause therefor a check in the Exchange Agent amount of U.S. dollars that such holders have the right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to Section 2.1(b) subject to the provisions of Section 3.012.1(e) (regarding the continuation of vesting and repurchase rights), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 3.02so surrendered, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall outstanding Certificates will be deemed at all times from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive upon such surrender thereof a check in the Per Share Closing Merger Consideration amount of U.S. dollars that such holder is entitled the holders thereof have the right to receive in accordance with the provisions of this Article III. (iipursuant to Section 2.1(b) Within two (2) Business Days following the Effective Time (but in no event prior subject to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, 2.1(e) (regarding the continuation of vesting and such repurchase rights). No interest will be paid or accrued on any cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock shall forthwith that is not registered in the transfer records of the Company, a check in the amount of U.S. dollars that the holder thereof has the right to receive pursuant to Section 2.1(b) subject to the provisions of Section 2.1(e) (regarding the continuation of vesting and repurchase rights), may be cancelledissued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid.

Exchange Procedures. (ia) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates Appropriate transmittal materials (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) in a form satisfactory to BHB and LSBG shall be mailed as soon as practicable, but in no event later than five Business Days after the Closing Date, after the Effective Time to each holder of record of LSBG Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of LSBG Common Stock (“Certificate(s)”) to be converted thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, BHB shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of BHB Common Stock to provide for payment of the aggregate Merger Consideration pursuant to Section 2.07 and (ii) deposit, or cause to be deposited, with American Stock Transfer & Trust Company, LLC (the “Exchange Agent”), for the benefit of the holders of shares of LSBG Common Stock, for exchange in accordance with this Section 2.06, an amount of cash sufficient to pay any cash in lieu of Fractional Shares pursuant to Section 2.03. (d) The Letter of Transmittal shall (i) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , (ii) be in a form and contain any other provisions as are reasonably satisfactory to LSBG and BHB and (Biii) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu exchange for the Merger Consideration. Upon the proper surrender of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor a certificate representing that number of whole shares of BHB Common Stock that such holder has the right to receive pursuant to Section 2.01, and Adara shall cause a check in the Exchange Agent amount equal to deliver the Per Share Closing Merger Consideration cash in accordance with lieu of Fractional Shares, if any, that such holder has the provisions of right to receive pursuant to Section 3.012.03, and the Certificate any dividends or other distributions to which such holder is entitled pursuant to this Section 2.06. Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered As soon as contemplated practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute BHB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of BHB Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of LSBG Common Stock not registered in the transfer records of LSBG, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such LSBG Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of BHB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to BHB Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of BHB Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 3.022.06. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of BHB Common Stock represented by such person’s Certificates. (f) The stock transfer books of LSBG shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of LSBG of any shares of LSBG Common Stock. If, after the Effective Time, Certificates are presented to BHB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.06. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.03, any dividends or other distributions to be paid pursuant to this Section 2.06 or any proceeds from any investments thereof that remains unclaimed by the shareholders of LSBG for nine months after the Effective Time shall be repaid by the Exchange Agent to BHB upon the written request of BHB. After such request is made, any shareholders of LSBG who have not theretofore complied with this Section 2.06 shall look only to BHB for the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect of each Certificate share of LSBG Common Stock such shareholder holds, as determined pursuant to Section 2.06 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of BHB (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of LSBG Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) BHB and the Exchange Agent shall be entitled to rely upon LSBG’s stock transfer books to establish the identity of those persons entitled to receive the Per Share Closing Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, BHB and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in accordance lieu of Fractional Shares, if any, represented thereby in escrow with this Article III shall an independent third party and thereafter be deemed at all times after the Effective Time relieved with respect to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIany claims thereto. (iii) Within two (2) Business Days following If any Certificate shall have been lost, stolen or destroyed, upon the Effective Time (but in no event prior making of an affidavit of that fact by the person claiming such Certificate to the Effective Time)be lost, Adara shall cause stolen or destroyed and, if required by the Exchange Agent or BHB, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to deliver to each record holder of Company Common Stocksuch Certificate, as of immediately prior to the Effective TimeExchange Agent will issue in exchange for such lost, represented by book-entry stolen or destroyed Certificate the Per Share Closing Merger Consideration and cash in accordance with the provisions lieu of Fractional Shares, if any, deliverable in respect thereof pursuant to Section 3.01, and such Company Common Stock shall forthwith be cancelled2.03.

Exchange Procedures. (ia) As promptly soon as practicable after the date hereofEffective Time, Adara the Paying Agent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate or Certificates that, immediately prior to the “Certificates”) and entitled Effective Time, represented outstanding Shares subsequently converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article IIIConsideration, as set forth in Section 1.4: (i) a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange AgentPaying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (B) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (or affidavit b) Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Paying Agent or the Surviving Corporation, (i) the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and (ii) the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.022.2, each such Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing applicable Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIConsideration. (iic) Within two (2) Business Days following In the Effective Time (but event of a transfer of ownership of Shares that is not registered in no event prior the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Effective Time), Adara shall cause Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Paying Agent to deliver evidence and effect such transfer and to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledevidence that any applicable Taxes have been paid.

Exchange Procedures. (a) At or prior to the Effective Time, Purchaser shall deposit, or shall cause to be deposited, with Computershare, Inc. (the “Exchange Agent”), pursuant to an agreement entered into prior to the Closing, for the benefit of the holders of record of shares of Company Common Stock converted into the right to receive the Merger Consideration, for exchange in accordance with this Section 2.6, (i) As promptly as practicable after the date hereofnumber of shares of Purchaser Common Stock sufficient to deliver the aggregate Merger Consideration and (ii) any cash payable in lieu of fractional shares pursuant to Section 2.5(b), Adara and Parent shall use its reasonable best efforts to cause instruct the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates timely deliver the Merger Consideration. Appropriate transmittal materials (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) in a form satisfactory to Purchaser and the Company shall be mailed as soon as practicable (but not later than five (5) Business Days) after the Effective Time to each holder of record of Company Common Stock. A Letter of Transmittal will be deemed properly completed only if the completed Letter of Transmittal is accompanied by one or more Certificates representing Company Common Stock (or customary affidavits and, if required by Purchaser pursuant to Section 2.6(i), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock to be converted thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (c) Prior to the Effective Time, Purchaser shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of Purchaser Common Stock to provide for payment of the aggregate Merger Consideration and (ii) deposit, or cause to be deposited, with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, an amount of cash sufficient to pay cash in lieu of fractional shares. (d) The Letter of Transmittal shall (i) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , (ii) be in a form and contain any other provisions as Purchaser may reasonably determine and (Biii) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu exchange for the Merger Consideration. Upon the proper surrender of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor a certificate, or, at the election of Purchaser, a statement reflecting shares issued in book entry form, representing that number of whole shares of Purchaser Common Stock that such holder has the right to receive pursuant to Section 2.5(a) and Adara shall cause a check in the Exchange Agent amount equal to deliver the Per Share Closing Merger Consideration any cash in accordance with the provisions lieu of fractional shares such holder is entitled to pursuant to Section 3.01, 2.5(b) and the Certificate any dividends or other distributions to which such holder is entitled. Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered As soon as contemplated practicable (but not later than five (5) Business Days) following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Purchaser Common Stock and cash in lieu of fractional shares as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Purchaser Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto. If there is a transfer of ownership of any shares of Company Common Stock not registered in the transfer records of the Company, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such Company Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Purchaser and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to Purchaser Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of Purchaser Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 3.022.6. Upon the surrender of such Person’s Certificates, such Person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of Purchaser Common Stock represented by such Person’s Certificates. (f) The stock transfer books of the Company shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of the Company of any shares of Company Common Stock. If, after the Effective Time, Certificates are presented to Purchaser, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.6. (g) Any portion of the aggregate amount of cash to be paid in lieu of fractions of a share pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.6 or any proceeds from any investments thereof that remains unclaimed by the holders of Company Common Stock for six months after the Effective Time shall be repaid by the Exchange Agent to Purchaser upon the written request of Purchaser. After such request is made, each Certificate holder of Company Common Stock who has not theretofore complied with this Section 2.6 shall look only to Purchaser for the Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any Affiliate thereof) shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Purchaser and the Exchange Agent shall be entitled to rely upon the Company’s stock transfer books to establish the identity of those Persons entitled to receive the Per Share Closing Merger Consideration, which books shall be conclusive with respect thereto. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. In the event of a dispute with respect to ownership of stock represented by any Certificate, Purchaser and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in accordance escrow with this Article III shall an independent third party and thereafter be deemed at all times after the Effective Time relieved with respect to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIany claims thereto. (iii) Within two (2) Business Days following If any Certificate shall have been lost, stolen or destroyed, upon the Effective Time (but making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in no event prior to the Effective Time), Adara shall cause such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to deliver to each record holder of Company Common Stocksuch Certificate, as of immediately prior to the Effective TimeExchange Agent will issue in exchange for such lost, represented by book-entry stolen or destroyed Certificate the Per Share Closing Merger Consideration deliverable in accordance with the provisions of respect thereof pursuant to Section 3.01, and such Company Common Stock shall forthwith be cancelled2.5.

Exchange Procedures. (ia) As promptly as practicable Promptly after the date hereofexecution of this Agreement, Adara Parent shall use its reasonable best efforts designate and appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (the “Exchange Agent”) for the purpose of exchanging Certificates. (b) Promptly after the Effective Time, but in any event not more than five (5) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record holder as of immediately prior to the Effective Time of shares of Company Common Stock as evidenced by certificates (the each such holder, a “CertificatesCompany Common Stock Holder”), (i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates each Certificate representing any shares of Company Common Stock held by such Company Common Stock Holder shall pass, only upon proper delivery of the Certificates completed letter of transmittal and such Certificate to the Exchange Agent; Agent and shall be in such form and have such other provisions as Parent and the Company shall mutually agree) and (Bii) instructions for use in effecting the surrender of each such Certificate in exchange for the Certificates total amount of Merger Consideration that such Company Common Stock Holder is entitled to receive in exchange for such holder’s shares of Company Common Stock in the Merger pursuant to this Agreement. From and after the Effective Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Common Stock held by a Company Common Stock Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which such Company Common Stock Holder is entitled in exchange for such shares of Company Common Stock as contemplated by Section 2. (or affidavit c) Promptly after the Effective Time, Parent shall cause the Exchange Agent to (i) mail to each holder of loss Uncertificated Shares (other than Excluded Shares) materials advising such holder of the effectiveness of the Merger and the conversion of their Shares into the right to receive the Merger Consideration and (ii) issue in registered form to each holder of Uncertificated Shares that number of whole shares of Parent Stock that such holder is entitled to receive in respect of each such Uncertificated Share pursuant to this Agreement, cash in lieu of fractional shares in respect of each such Uncertificated Share and any dividends and other distributions in respect of the Certificate as provided in Section 3.02(i)) Parent Stock to be issued or paid pursuant to the Letter of Transmittal. Within two Section 3.3. (2d) Business Days (but in no event prior to the Effective Time) after the Upon surrender by a Company Common Stock Holder to the Exchange Agent of all Certificates held by representing such holder for cancellation (or affidavit holder’s shares of loss in lieu of the Certificate as provided in Section 3.02(i))Company Common Stock, together with a Letter letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificates each Company Common Stock Holder shall be entitled to receive in exchange therefore, therefor (and Adara shall cause the Exchange Agent shall mail to deliver such Company Common Stock Holder within ten (10) Business Days following such surrender): (i) a certificate (or certificates in the Per Share Closing Merger Consideration aggregate) representing the number of whole shares of Parent Stock, if any, into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates were converted in accordance with the provisions of Section 3.012, and the Certificate such Certificates so surrendered shall be forthwith canceled, and (ii) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.7) equal to (A) the amount of cash in lieu of a fractional share of Parent Stock to be cancelled. Until paid pursuant to Section 2.1(c)), if any, into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration Certificates were converted in accordance with this Article III shall be deemed at all times after the Effective Time to represent only Section 2, plus (B) any cash dividends and other distributions that such holder has the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled pursuant to receive in accordance with the provisions of this Article IIISection 3.3. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each record holder of Company Common Stock as evidenced by certificates record of a certificate representing ownership of Shares (the a “Certificate” or “Certificates”) and entitled whose Shares were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 1.6, (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Per Share Consideration. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver therefor the Per Share Closing Merger Consideration and any unpaid dividends and distributions thereon as provided in accordance with this Article I, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.01this Article I (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Seller, a transferee may exchange the Certificate representing such Shares for the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which such holder would have had the right to receive in respect of such lost, stolen or destroyed Certificate. Until surrendered as contemplated by this Section 3.021.7, each Certificate entitled to receive (other than Certificates representing Shares owned by the Per Share Closing Merger Consideration in accordance with this Article III Company or any Company Subsidiary, and Certificates representing Dissenting Shares) shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive and any unpaid dividends and distributions thereon as provided in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.I.

Exchange Procedures. (i) As promptly as practicable after the date hereof, Adara nStor shall use its reasonable best efforts to cause instruct the Exchange Agent to mail mail, within five (5) business days after the Effective Time, to each holder of record holder of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock as evidenced by certificates (the “Certificates”"CERTIFICATES") (i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as nStor may reasonably specify) and (Bii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates evidencing shares of nStor Common Stock and cash (or affidavit if any). Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor (A) certificates evidencing that number of whole shares of nStor Common Stock that such holder has the Exchange Agent right to deliver the Per Share Closing Merger Consideration receive in accordance with the provisions Exchange Ratio in respect of Section 3.01the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to SECTION 3.3(c), and (C) cash in lieu of fractional shares of nStor Common Stock to which such holder is entitled pursuant to SECTION 3.3(d) (the shares of nStor Common Stock, and the dividends, distributions and cash described in clauses (A), (B) and (C) being, collectively, the "MERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, Merger Consideration may be issued and paid in accordance with this ARTICLE III to a transferee if the Certificate evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid or by the transferee requesting such payment paying to the Exchange Agent any such transfer tax. Until surrendered as contemplated by this Section 3.02SECTION 3.3, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent evidence only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIConsideration. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly soon as practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to the Surviving Corporation will cause the Exchange Agent to mail to each record holder of Company record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock as evidenced by certificates (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the “Certificates”"CERTIFICATES"), (i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a form letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as Merger Sub may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Consideration. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held or to such other agent or agents as may be appointed by such holder for cancellation (Merger Sub or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Surviving Corporation, together with a Letter letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the "TRANSMITTAL DOCUMENTS"), the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions for each share of Section 3.01Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be cancelledcanceled. Until surrendered as contemplated by this Section 3.02In the event of a transfer of ownership of shares of Common Stock which is not registered in the transfer records of the Company, each Certificate entitled to receive the Per Share Closing Merger Consideration may be issued and paid in accordance with this Article III II to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as soon as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate shall be deemed at all times any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Per Share Closing Merger Consideration that for each share of Common Stock formerly represented by such holder is entitled to receive Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following II. Any interest, dividends or other income earned on the Effective Time (but investment of cash held in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder Fund shall be for the account of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledSurviving Corporation.

Exchange Procedures. (i) As promptly soon as practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each record holder of Company Common Stock as evidenced by certificates (a FTX Certificate at the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: Effective Time a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the FTX Certificates shall pass, only upon proper actual delivery of the Certificates thereof to the Exchange Agent; Agent and (B) shall contain instructions for use in effecting the surrender of FTX Certificates in exchange for the Certificates (or affidavit of loss property described in lieu of the Certificate as provided in Section 3.02(inext sentence)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender for cancellation to the Exchange Agent of all Certificates FTX Certificate(s) held by such any record holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))a FTX Certificate, together with a Letter such letter of Transmittaltransmittal duly executed, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor a IGL Stock Certificate, a Newco Stock Certificate and Adara a IGL Warrant Certificate representing, respectively, the number of whole shares of IGL Common Stock, the number of whole shares of Newco Common Stock and the number of whole IGL Warrants into which FTX Common Shares represented by the surrendered FTX Certificate(s) shall cause have been converted at the Exchange Agent Effective Time pursuant to deliver the Per Share Closing Merger Consideration this Article I, cash in lieu of any fractional share of IGL Common Stock or Newco Common Stock or any fractional IGL Warrant in accordance with the provisions of Section 3.01, 1.8 and the Certificate any dividends and other distributions in accordance with Section 1.7; and FTX Certificate(s) so surrendered shall forthwith be cancelledcanceled. Until surrendered In the event any FTX Certificate(s) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate(s) to be lost, stolen or destroyed and, if reasonably required by IGL or the Surviving Corporation, upon the posting by such person of a bond in such amount as contemplated by this Section 3.02, each Certificate entitled IGL or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective TimeCertificate(s), Adara shall cause the Exchange Agent will issue in respect to deliver such lost, stolen or destroyed Certificate(s), the consideration to each record holder be received by virtue of Company the Merger with respect to FTX Common Stock, as of immediately prior to the Effective Time, Shares represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledthereby.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CompCore Common Stock (each a "Certificate," and collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 and the Merger Agreement into the right to receive shares of ▇▇▇▇▇ Common Stock (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as ▇▇▇▇▇ and CompCore may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss in lieu ▇▇▇▇▇ Common Stock. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held or to such other agent or agents as may be appointed by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))▇▇▇▇▇, together with a Letter duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionstransmittal, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor a certificate representing that number of whole shares of ▇▇▇▇▇ Common Stock which such holder has the Exchange Agent right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to the provisions of Section 3.012.1(b) less such holder's pro rata portion of the Escrow Shares, and the Certificate so surrendered shall forthwith immediately be cancelledcanceled. In the event of a transfer of ownership of CompCore Common Stock which is not registered in the transfer records of CompCore, a certificate representing the proper number of shares of ▇▇▇▇▇ Common Stock may be issued to a transferee if the Certificate representing such CompCore Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration certificate representing shares of ▇▇▇▇▇ Common Stock and cash in lieu of any fractional shares of ▇▇▇▇▇ Common Stock as contemplated by this Section 2.2. The instructions for effecting the surrender of the Certificates shall set forth procedures that must be taken by the holder of any Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such holder is entitled to receive in accordance with the provisions a certificate representing shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause ▇▇▇▇▇ Common Stock that the Exchange Agent shall have received, along with the letter of transmittal, a duly executed lost certificate affidavit, including an agreement to deliver to each record indemnify ▇▇▇▇▇, signed exactly as the name or names of the registered holder or holders appeared on the books of Company Common Stock, as of CompCore immediately prior to the Effective Time, represented by book-entry together with such other documents as ▇▇▇▇▇ or the Per Share Closing Merger Consideration Exchange Agent may reasonably require in accordance with the provisions of Section 3.01, and connection therewith; provided that such Company Common Stock holder shall forthwith not be cancelled.required to furnish a bond. (c)

Exchange Procedures. (i) As promptly as practicable after Concurrently with the date hereofmailing of the Proxy Statement, Adara Parent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of record of a certificate or certificates which, immediately prior to the First Effective Time, represented outstanding shares of the Company Common Stock as evidenced by certificates (each, a “Certificate” and, collectively, the “Certificates”) and entitled to receive each holder of record of a non-certificated outstanding share of Company Common Stock represented by book entry or held electronically via CREST (each, a “Book Entry Share” and, collectively, the Per Share Closing Merger Consideration pursuant to this Article III: “Book Entry Shares”), (A) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) in a form reasonably acceptable to Parent and the Company, and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss and Book Entry Shares, as applicable, in lieu exchange for payment and issuance of the Certificate Aggregate Transaction Consideration therefor. Upon surrender of Certificates or Book Entry Shares (as provided in Section 3.02(i)applicable) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates or Book Entry Shares (as applicable), from and after the First Effective Time, shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions therefor that number of Section 3.01shares of Parent Class A Common Stock into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book Entry Shares (as applicable) are being converted, and the Certificate Certificates or Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III No interest shall be deemed at all times after paid or shall accrue for the Effective Time to represent only benefit of holders of the right to receive upon such surrender Certificates or Book Entry Shares on the Per Share Closing Merger Aggregate Transaction Consideration that such holder is entitled to receive payable in accordance with respect of the provisions of this Article IIICertificates or Book Entry Shares. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly (1) The Company shall settle its Exchange Obligations as practicable after described in Section 8.02(a)(3), unless, within the date hereofapplicable time period specified in this Section 8.02(a)(1), Adara shall use the Company elects to settle its reasonable best efforts to cause the Exchange Agent to mail to each record holder Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be is required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the Company shall be deemed at all times after notify each exchanging Noteholder by notice to the Effective Time Trustee (for further distribution to represent only Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such Holder, and such notice shall specify the section of this Second Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, however, that the Company shall have the right to receive upon such surrender irrevocably elect, in its sole discretion and without the Per Share Closing Merger Consideration consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to October 15, 2012, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that such holder the Company is entitled required to receive settle all exchanges with an Exchange Date occurring on or after October 15, 2012 in accordance with the provisions same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Article IIISecond Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after October 15, 2012, which shall all be satisfied in the same manner. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted into the right to receive shares of Associated Common Stock pursuant to Section 1.07 and cash in lieu of fractional shares (if any), (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as Associated and FFC may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss in lieu Associated Common Stock. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor a certificate representing that number of whole shares of Associated Common Stock, and Adara shall cause which such holder has the Exchange Agent right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with Certificate surrendered pursuant to the provisions of Section 3.01this Article I (after taking into account all Shares then held by such holder) and cash in lieu of any fractional Shares, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of FFC, a certificate representing the proper number of shares of Associated Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.021.08, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions certificate representing shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Associated Common Stock shall forthwith be cancelledand cash in lieu of any fractional shares of Associated Common Stock as contemplated by Section 1.08(e).

Exchange Procedures. (i) As promptly as practicable after following the date hereofParent Merger Effective Time (but in no event later than two (2) Business Days thereafter), Adara MAA shall use its reasonable best efforts to cause the Exchange Agent to mail (and to make available for collection by hand) to each record holder of Company Common Stock as evidenced by certificates record of a Certificate or Book-Entry Share (the “Certificates”A) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and which shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, pass only upon proper delivery of the Certificates or Book-Entry Shares (or affidavits of loss in lieu thereof) to the Exchange Agent; , which Letter of Transmittal shall be in such form and have such other customary provisions as MAA and Colonial may reasonably agree upon, and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of Colonial Common Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 3.9 and dividends or other distributions on shares of MAA Common Stock in accordance with Section 3.5(d). (ii) Upon surrender of a Certificate or Book-Entry Share (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)thereof) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter of Transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive in exchange therefore, and Adara shall cause therefor the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with for each Colonial Common Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article III plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.013.9 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of MAA Common Stock in accordance with Section 3.5(d) to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered as contemplated by this Section 3.023.5, each Certificate entitled to receive the Per and Book-Entry Share Closing Merger Consideration in accordance with this Article III shall be deemed deemed, at all times any time after the Parent Merger Effective Time Time, to represent only the right to receive receive, upon such surrender surrender, the Per Share Closing Merger Consideration that as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares and any distributions to which such holder is entitled pursuant to receive Section 3.5(d) hereof. (iii) In the event of a transfer of ownership of Colonial Common Shares that is not registered in the transfer records of Colonial, it shall be a condition of payment that any Certificate or Book-Entry Share surrendered in accordance with the provisions procedures set forth in this Section 3.5(c) shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have paid any transfer Taxes and other Taxes required by reason of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior payment of the Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder reasonable satisfaction of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and MAA that such Company Common Stock shall forthwith be cancelledTax either has been paid or is not applicable.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time but in any event no more than ten (10) Business Days thereafter, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each record holder of Company Common Stock as evidenced by certificates record of a certificate representing ownership of Shares (the a “Certificate” or “Certificates”) and entitled whose Shares were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 1.6, (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Per Share Consideration. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver therefor the Per Share Closing Merger Consideration as provided in accordance with this Article I, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.01this Article I, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Seller, a transferee may exchange the Certificate representing such Shares for the Per Share Consideration as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration as provided in this Article I, which such holder would have had the right to receive in respect of such lost, stolen or destroyed Certificate. Until surrendered as contemplated by this Section 3.021.7, each Certificate entitled to receive the Per Share Closing Merger Consideration (other than Certificates representing shares of Seller Common Stock described in accordance with this Article III clauses (i) and (ii) of Section 1.6(a), above) shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive Consideration, without interest, as provided in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.I.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time (and in any case no later than five (5) business days thereafter), Adara Fidelity shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company a certificate representing shares of MNB Common Stock as evidenced by certificates (the a “CertificatesMNB Certificate”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery of the MNB Certificates shall be effected, and risk of loss and title to the MNB Certificates shall pass, only upon proper delivery of the MNB Certificates to the Exchange Agent; , and (B) which letter shall be in customary form and have such other provisions as Fidelity may reasonably specify and instructions for use in effecting the surrender of such MNB Certificates in exchange for the Certificates (or affidavit Merger Consideration. Upon surrender of loss in lieu of the a MNB Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly executed and completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates MNB 13 Certificate shall be entitled to receive in exchange thereforetherefor (A) a certificate or electronic book entry to their account representing, and Adara shall cause in the Exchange Agent to deliver aggregate, the Per Share Closing Merger Consideration in accordance with the provisions whole number of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only shares of Fidelity Common Stock that such holder has the right to receive upon such surrender pursuant to Section 1.02(h)(iii) and/or (B) a check in the Per Share Closing Merger Consideration amount equal to the aggregate amount of cash that such holder is entitled has the right to receive pursuant to Section 1.02(h)(iv). No interest will be paid or will accrue on any cash payment pursuant to Section 1.02(h)(iv). In the event of a transfer of ownership of MNB Common Stock which is not registered in accordance the transfer records of MNB, a certificate representing, in the aggregate, the proper number of shares of Fidelity Common Stock pursuant to Section 1.02(h) and/or a check in the proper amount pursuant to Sections 1.02(h)(iv) may be issued with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior respect to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company such MNB Common Stock, as the case may be, to such a transferee if the MNB Certificate formerly representing such shares of immediately prior MNB Common Stock is presented to the Effective TimeExchange Agent, represented accompanied by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, all documents required to evidence and effect such Company Common Stock shall forthwith be cancelled.transfer and to evidence that any applicable stock transfer taxes have been paid. 

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time and in any event within three (3) Business Days following the Closing Date, Adara the Surviving Corporation or Parent shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each holder of record holder of a Certificate whose shares of Company Common Stock as evidenced by certificates (were converted into the “Certificates”) and entitled right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 2.01(c), (i) a form of letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and include an accompanying IRS Form W-9 or the Company (the “Letter of Transmittal”) and applicable IRS Form W-8, shall specify (A) that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Paying Agent; , and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or affidavit of loss in lieu of such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate as provided with respect to such shares of Company Common Stock held in Section 3.02(i)book-entry form. Upon surrender (or deemed surrender) pursuant of a Certificate for cancelation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior Paying Agent or to the Effective Time) after the surrender to the Exchange Agent of all Certificates held such other agent or agents as may be appointed by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))P▇▇▇▇▇, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, as applicable, and such other documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor the Exchange Agent amount of cash equal to deliver the Per Share Closing Merger Consideration in accordance with that such holder has the provisions of right to receive pursuant to Section 3.012.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 3.02In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, each Certificate entitled to receive payment of the Per Share Closing Merger Consideration in accordance with this Article III exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be deemed at all times after properly endorsed or otherwise be in proper form for transfer, and the Effective Time person requesting such payment shall pay any transfer or other taxes required by reason of the payment to represent only a person other than the right registered holder of such Certificate or establish to receive upon such surrender the Per Share Closing Merger Consideration satisfaction of the Surviving Corporation that such holder tax has been paid or is entitled to receive in accordance with not applicable. No interest shall be paid or shall accrue on the provisions cash payable upon surrender of this Article IIIany Certificate. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to After the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III stockholder of Career Mosaic shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ certificate(s) which represented shares of Company Common Stock, as of Career Mosaic common stock outstanding immediately prior to the Effective Time, Time and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1. Such certificate(s) shall be duly endorsed as Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ reasonably require. In the event of a transfer of ownership of shares of Career Mosaic common stock represented by book-entry certificates that are not registered in the Per Share Closing transfer records of Career Mosaic, the consideration provided in Section 3.1 may be issued to a transferee if the certificate(s) representing such shares are delivered to Head▇▇▇▇▇▇.▇▇▇, ▇▇companied by all documents required to evidence such transfer and by evidence satisfactory to Head▇▇▇▇▇▇.▇▇▇ ▇▇▇t any applicable stock transfer taxes have been paid. If any certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such certificate to be lost, mislaid, stolen or destroyed and (ii) any other documents necessary to evidence and effect the bona fide exchange thereof, Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ll cause to be issued to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed certificate shall have been converted. To the extent required by Section 3.4, each holder of shares of Career Mosaic common stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate, cash in lieu of any fractional share of Head▇▇▇▇▇▇.▇▇▇ ▇▇▇mon stock to which such holder may be otherwise entitled (without interest). Head▇▇▇▇▇▇.▇▇▇ ▇▇▇ll not be obligated to deliver the consideration to which any former holder of Career Mosaic common stock is entitled as a result of the Merger Consideration until such holder surrenders such holder's certificate for exchange as provided in accordance with this Section 4.1(a). Any other provision of this Agreement notwithstanding, neither Head▇▇▇▇▇▇.▇▇▇, ▇▇r the provisions Surviving Corporation shall be liable to a holder of Section 3.01Career Mosaic common stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, and such Company Common Stock shall forthwith be cancelledescheat or similar Law.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time and in any event not later than the fifth business day following the Effective Time, Adara Parent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (Shares, which at the “Certificates”) and entitled Effective Time were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 2.1, (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent; ) and (Bii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing whole Series B Units (or affidavit of loss appropriate alternative arrangements shall be made by Parent if uncertificated Series B Units will be issued), cash in lieu of the Certificate as provided in Section 3.02(i)) any fractional Series B Units pursuant to the Letter Section 2.1(d) and any distributions payable pursuant to Section 2.2(c). Upon surrender of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Shares for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates Shares shall be entitled to receive in exchange thereforetherefor that number of whole Series B Units (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1, payment by cash or check in lieu of fractional Series B Units which such holder is entitled to receive pursuant to Section 2.1(d) and Adara shall cause the Exchange Agent any distributions payable pursuant to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.012.2(c), and the Certificate Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 3.022.2(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender the Per Share Closing Merger Consideration that such holder is entitled surrender. No interest shall be paid or shall accrue on any amount payable pursuant to receive in accordance with the provisions of this Article IIISection 2.1(d) or Section 2.2(c). (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly soon as practicable after the date hereofEffective Time, Adara the Paying Agent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate or Certificates that, immediately prior to the “Certificates”) and entitled Effective Time, represented outstanding Shares subsequently converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article IIIConsideration, as set forth in Section 1.4: (i) a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “"Letter of Transmittal”") and shall specify that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange AgentPaying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (B) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (or affidavit b) Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Paying Agent or the Surviving Corporation, (i) the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and (ii) the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.022.2, each such Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing applicable Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIConsideration. (iic) Within two (2) Business Days following In the Effective Time (but event of a transfer of ownership of Shares that is not registered in no event prior the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Effective Time), Adara shall cause Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Paying Agent to deliver evidence and effect such transfer and to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledevidence that any applicable Taxes have been paid.

Exchange Procedures. (i) As promptly soon as practicable but in no event later than five days after the date hereofEffective Time, Adara Golden State shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CENFED Common Stock as evidenced by certificates (the “"Certificates”") and entitled to receive the Per Share Closing Merger Consideration whose shares were converted into shares of Golden State Common Stock pursuant to this Article III: Section 2.1 (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as Golden State and CENFED may reasonably specify), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss in lieu Golden State Common Stock. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor a certificate representing that number of whole shares of Golden State Common Stock which such holder has the Exchange Agent right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with Certificate surrendered pursuant to the provisions of Section 3.01this Article II (after taking into account all shares of CENFED common stock then held by such holder), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of CENFED Common Stock which is not registered in the transfer records of CENFED, a certificate representing the proper number of shares of Golden State Common Stock may be issued to a transferee if the Certificate representing such CENFED Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions certificate representing shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Golden State Common Stock shall forthwith be cancelledand cash in lieu of any fractional shares of Golden State Common Stock as contemplated by this Section 2.2.

Exchange Procedures. (i) As promptly as reasonably practicable after the date hereofEffective Time, Adara Parent shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each record holder of shares of Company Common Stock as evidenced by certificates (the “Certificates”i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent; Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and Parent) and (Bii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of shares of Company Common Stock shall, (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)x) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the upon surrender to the Exchange Paying Agent of all Certificates held by any such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Certificate, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may reasonably be required pursuant to by the Paying Agent, or (y) upon receipt of an “agent’s message” by the Paying Agent (or such instructionsother evidence, if any, of transfer as the holder Paying Agent may reasonably request) in the case of such Certificates shall a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange thereforetherefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to Section 3.01(c), and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the any Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 3.023.02(b), each Certificate entitled to receive the Per and each Uncertificated Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such which the holder is entitled thereof has the right to receive in accordance respect of such Certificate or Uncertificated Shares pursuant to this Article III and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) A Member shall exercise its right to make an Exchange as set forth in Section 12.1 or 12.2 hereof, as applicable, by delivering to PubCo and to Intermediate Holdings a written election of Exchange in respect of the Paired Interests or the Exchanged Class P Units, as applicable, to be exchanged substantially in the form of Exhibit A hereto and any certificates, if any, representing Class A Common Units, shares of Class B Common Stock and/or Exchanged Class P Units, as applicable, duly executed by such holder or such holder’s duly authorized attorney, in each case delivered during normal business hours at the principal executive offices of PubCo and of Intermediate Holdings. An Exchange pursuant to Section 12.1 or 12.2 hereof shall be deemed to have been effected on the Business Day (such Business Day, the “Exchange Date”) immediately following the earliest Business Day as of which PubCo and Intermediate Holdings have received the items specified in the first sentence of this Section 12.3(a); provided that if such items are received by PubCo and Intermediate Holdings after 5:00 p.m. New York City time, then the Exchange Date shall be the second Business Day following the date of such receipt; provided, however, that if the Exchanging Unitholder has specified that the Exchange shall be contingent upon the consummation of a purchase by another Person or effective upon a specified future date, the Exchange Date shall be deemed to be the date immediately prior to the close of the business on the date on which such contingency is met or at such specified future date, as applicable. On the Exchange Date, all rights of the Exchanging Unitholder as a holder of the Class A Common Units, shares of Class B Common Stock and/or Exchanged Class P Units, as applicable, that are subject to the Exchange shall cease, PubCo shall reflect the issuance of the shares of Class A Common Stock to be received by the Exchanging Unitholder in respect of such Exchange on its stock ledger and, from and after the Exchange Date, such Exchanging Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Exchanging Unitholder in respect of such Exchange. Notwithstanding anything herein to the contrary, a Member may withdraw or amend a written election of Exchange, in whole or in part, at any time prior to the effectiveness of the Exchange by delivery of a written notice of withdrawal to PubCo and Intermediate Holdings specifying (1) the number of withdrawn Paired Interests, (2) if any, the number of Paired Interests as to which the election of Exchange remains in effect, and (3) if the Member so determines, revised timing of the Exchange or any other new or revised information in the election of Exchange. (b) As promptly as practicable after following the date hereofdelivery of such a written election of Exchange and any certificates, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder if any, representing Class A Common Units, shares of Company Class B Common Stock and/or Exchanged Class P Units, as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effectedapplicable, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and in any event no later than three (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (23) Business Days after such delivery of such written election of Exchange and such certificates, if any, PubCo shall deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, (but x) in no event prior the case of the Sponsor Members, at the address set forth on such Member’s signature page to this Agreement (or at such other address as such Member may designate to PubCo) and (y) in the case of all other Members, at the principal executive offices of PubCo, evidence of the number of shares of Class A Common Stock deliverable upon such Exchange registered in the name of the relevant Exchanging Unitholder. To the extent the Class A Common Stock is settled through the facilities of the DTC, PubCo will, subject to Section 12.3(c) hereof, upon the written instruction of an Exchanging Unitholder, deliver the shares of Class A Common Stock deliverable to such Exchanging Unitholder, through the facilities of the DTC, to the Effective Time) after account of the surrender to participant of the Exchange Agent of all Certificates held DTC designated by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and Exchanging Unitholder. PubCo shall take such other documents actions as may be required pursuant to such instructionsensure the performance by Intermediate Holdings of its obligations under this Article XII, including the issuance and deliver of shares of Class A Common Stock to or for the account of, or at the direction of, the holder of such Certificates shall be entitled to receive Company in exchange thereforefor the delivery to PubCo of a number of Paired Interests or Exchanged Class P Units that is equal to the number of Paired Interests or Exchanged Class P Units, and Adara shall cause the Exchange Agent as applicable, surrendered by an Exchanging Unitholder, subject to deliver the Per Share Closing Merger Consideration adjustment as provided in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the XII and other provisions of this Article IIIAgreement. (iic) Within two PubCo, the Company and each Exchanging Unitholder shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that the Company shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any shares of Class A Common Stock are to be delivered in a name other than that of the Exchanging Unitholder that requested the Exchange (2) Business Days following or the Effective Time (but DTC or its nominee for the account of a participant of the DTC that will hold the shares for the account of such Exchanging Unitholder), then such Exchanging Unitholder and/or the person in no event prior whose name such shares are to be delivered shall pay to the Effective Time)Company or PubCo, Adara as applicable, the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall cause establish to the reasonable satisfaction of the Company that such tax has been paid or is not payable. (d) PubCo and the Company may adopt reasonable procedures for the implementation of the Exchange Agent provisions set forth in this Article XII, including, without limitation, procedures for the giving of notice of an election of exchange. (e) Notwithstanding anything to the contrary herein, to the extent a Member surrenders for exchange a fraction of a Paired Interest or a Exchanged Class P Unit, as applicable, the Company may in its sole discretion deliver to each record such holder a cash amount equal to the market value of Company such fraction in lieu of delivering a fraction of a share of Class A Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly as practicable Promptly after the date hereofEffective Time, Adara Valero shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of a Premcor Certificate (other than Premcor Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Company Common Stock as evidenced owned by certificates that stockholder (the “Certificates”or, alternatively, by an appropriate guarantee of delivery) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: (a) a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company transmittal (the “Letter of Transmittal”) and that shall specify (A) that delivery shall be effected, and risk of loss and title to the Premcor Certificates shall pass, only upon proper delivery of the Premcor Certificates to the Exchange Agent; , and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the which Letter of Transmittal. Within two Transmittal shall be in customary form and have such other provisions as Valero or Premcor may reasonably specify (2) Business Days (but in no event such letter to be reasonably acceptable to Premcor and Valero prior to the Effective Time) after and (b) instructions for effecting the surrender of such Premcor Certificates in exchange for the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares pursuant to this Article III. Upon surrender of a Premcor Certificate to the Exchange Agent together with such Letter of all Certificates held by such holder for cancellation (Transmittal or affidavit the Form of loss in lieu of the Certificate as provided in Election pursuant to Section 3.02(i)3.1(i), together with a Letter of Transmittal, duly executed and completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates Premcor Certificate shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions therefor (i) shares of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Valero Common Stock (which shall be deemed at all times after in uncertificated book-entry form, unless a physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the Effective Time to represent only aggregate, the whole number of shares that such holder has the right to receive upon pursuant to Section 3.1 (in each case, after taking into account all shares of Premcor Common Stock then held by such surrender holder), (ii) a check in the Per Share Closing Merger Consideration amount equal to the cash, if any, that such holder is entitled has the right to receive pursuant to Section 3.1, and (iii) a check in the amount equal to the cash, if any, that such holder has the right to receive in accordance with lieu of any fractional shares of Valero Common Stock pursuant to Section 3.7 and in respect of any dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to the provisions of this Article III. (ii) Within two (2) Business Days following . In the Effective Time (but event of a transfer of ownership of Premcor Common Stock that is not registered in no event prior the transfer records of Premcor, one or more shares of Valero Common Stock evidencing, in the aggregate, the proper number of shares of Valero Common Stock pursuant to Section 3.1, a check in the proper amount of cash representing Cash Consideration pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Valero Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, may be issued with respect to such Premcor Common Stock to such a transferee if the Premcor Certificate representing such shares of Premcor Common Stock is presented to the Effective Time)Exchange Agent, Adara shall cause the Exchange Agent accompanied by all documents required to deliver evidence and effect such transfer and to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledevidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. (i) As promptly as practicable after the date hereofEffective Date (but in any event within five business days after the Effective Date), Adara EZCORP shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Company Common Stock as evidenced by certificates (or other certificate or agreement representing shares of capital stock of the Company which has been converted into Company Common Stock) (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: (1) a letter of transmittal, transmittal (which shall be in a customary form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; ) and (B2) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittalexchange for certificates representing EZCORP Shares. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of all Certificates held by such holder a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))cancellation, together with a Letter such letter of Transmittaltransmittal, duly executed and completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor either the Exchange Agent Cash Consideration or a certificate representing that number of EZCORP Shares which such holder has the right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of the provisions of Company Common Stock then held by such holder) to which such holder is entitled pursuant to Section 3.013.1, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the applicable Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is properly endorsed and presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to EZCORP that any applicable share transfer taxes have been paid. Until surrendered as contemplated by this Section 3.02Section, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time Date to represent only the right to receive upon such surrender the Per Share Closing applicable Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIConsideration. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration. At or before the First Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock to be paid as Aggregate Merger Consideration pursuant to Section 3.1(c). (b) Reasonably promptly as practicable after the date hereofFirst Effective Time, Adara Acquiror shall use its reasonable best efforts to send or shall cause the Exchange Agent to mail send, to each record holder of shares of Company Common Capital Stock as evidenced by certificates (of immediately prior to the “Certificates”First Effective Time whose shares of Company Capital Stock were converted pursuant to Section 3.1(a) and entitled into the right to receive a portion of the Per Share Closing Aggregate Merger Consideration pursuant to this Article III: Consideration, a letter of transmittal, transmittal and instructions (which shall be in a form reasonably acceptable to Adara and specify that the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon proper delivery transfer of the Certificates each share to the Exchange Agent; , and (Bwhich letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) instructions for use in effecting the surrender of the Certificates such exchange (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the each, a “Letter of Transmittal. Within two ”). (2c) Business Days (but in no event prior Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Effective TimeAggregate Merger Consideration pursuant to Section 3.1(a) after shall be entitled to receive such portion of the surrender to Aggregate Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit such other evidence, if any, of loss in lieu of transfer as the Certificate as provided in Section 3.02(i)Exchange Agent may reasonably request), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto Letter of Transmittal and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause requested by the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIAgent. (iid) Within two (2) Business Days Promptly following the Effective Time date that is one (but in no event prior to 1) year after the First Effective Time), Adara (i) Acquiror shall cause instruct the Exchange Agent to deliver to each record Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate, and (ii) any portion of the Aggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of shares of Company Common Stock, Capital Stock as of immediately prior to the First Effective Time, represented by book-entry the Per Share Closing Merger Consideration Time that has not exchanged such shares of Company Capital Stock in accordance with this Section 3.2 prior to the provisions date that is one (1) year after the First Effective Time may transfer such shares of Section 3.01Company Capital Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such Company Common Stock applicable portion of the Aggregate Merger Consideration, without any interest thereupon. None of Acquiror, First Merger Sub, Second Merger Sub, the Company, the Initial Surviving Corporation or the Exchange Agent shall forthwith be cancelledliable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange Procedures. (ia) As promptly (1) The Company shall settle its Exchange Obligations as practicable after described in Section 8.02(a)(3), unless, within the date hereofapplicable time period specified in this Section 8.02(a)(1), Adara shall use the Company elects to settle its reasonable best efforts to cause the Exchange Agent to mail to each record holder Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be is required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the Company shall be deemed at all times after notify each exchanging Noteholder by notice to the Effective Time Trustee (for further distribution to represent only Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such Holder, and such notice shall specify the section of this Annex A of the Twelfth Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, however, that the Company shall have the right to receive upon such surrender irrevocably elect, in its sole discretion and without the Per Share Closing Merger Consideration consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to February 1, 2012, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that such holder the Company is entitled required to receive settle all exchanges with an Exchange Date occurring on or after February 1, 2012 in accordance with the provisions same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Article IIIAnnex A of the Twelfth Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 1, 2012, which shall all be satisfied in the same manner. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article II (including the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock) (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) As promptly as practicable after practicable, but in any event no later than ten (10) Business Days following the date hereofEffective Time, Adara shall use its reasonable best efforts and provided that the Company has delivered, or caused to cause be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; ) and (B) instructions for use in effecting the surrender of the Certificates (in exchange for the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) Certificates shall have been converted pursuant to the Letter Sections 2.1, 2.3 and 2.4 of Transmittalthis Agreement. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor, and Adara as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock (if any) to which such former holder of Company Common Stock shall cause have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the Exchange Agent amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Certificate surrendered pursuant to this Agreement, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.022.5(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that provided in Sections 2.1, 2.3 and 2.4 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 2.5. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.5. After the surrender of a Certificate in accordance with this Section 2.5, the record holder is thereof shall be entitled to receive in accordance any such dividends or other distributions, without any interest thereon, which theretofore had become payable with the provisions respect to shares of this Article IIIBuyer Common Stock represented by such Certificate. (iid) Within two The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.5, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Buyer. If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (2e) Business Days following Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six (6) months after the Effective Time (but in no event prior to the Effective Time), Adara as well as any interest or proceeds from any investment thereof) shall cause be delivered by the Exchange Agent to deliver Buyer. Any shareholders of the Company who have not theretofore complied with Section 2.5(b) shall thereafter look only to the Surviving Corporation for the Merger Consideration deliverable in respect of each record share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock, as Stock in respect of immediately prior to the Effective Time, represented which such deduction and withholding was made by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledBuyer.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Payment Agent to mail to each record holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Common Stock as evidenced by certificates Shares (the “"Certificates”") and entitled whose shares are converted pursuant to Section 3.01(c) into the right to receive the Per Share Closing Merger Transaction Consideration pursuant to this Article III: (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Payment Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Transaction Consideration. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Payment Agent, together with a Letter such letter of Transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsits terms, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor a check representing the Transaction Consideration per Company Common Share represented thereby, and Adara shall cause subject to any applicable withholding tax, which such holder has the Exchange Agent right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to the provisions of Section 3.01this ARTICLE III, and the Certificate so surrendered shall forthwith be cancelled. 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. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, the Transaction Consideration may be issued to a transferee if the Certificate representing such Company Common Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.023.02(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Transaction Consideration per Company Common Share Closing Merger Consideration represented thereby as contemplated by this ARTICLE III, together with the dividends, if any, that such holder is entitled to receive may have been declared by the Company on the Company Common Shares in accordance with the provisions terms of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to Agreement and that remain unpaid at the Effective Time), Adara . Parent and the Surviving Corporation shall cause pay all fees and expenses of the Exchange Payment Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance connection with the provisions distribution of Section 3.01, and such Company Common Stock shall forthwith be cancelledthe Transaction Consideration.

Exchange Procedures. (i) As promptly as practicable after the date hereof, Adara The Parent shall use its reasonable best efforts to cause the Exchange Agent Agent, promptly after the Effective Time (and in no event later than five (5) Business Days following the Effective Time), to mail to each holder of record holder of certificates of Company Common Stock as evidenced by certificates Certificates (the “Company Common Stock Certificates”) and entitled that were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 2.1(a), (A) a letter of transmittal, transmittal which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, effected and risk of loss and title to the Company Common Stock Certificates shall pass, pass only upon proper delivery of the Company Stock Certificates to the Exchange Agent; Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (B) instructions for completion and use in effecting the surrender of the Company Common Stock Certificates (or affidavit in exchange for the Merger Consideration. Upon surrender of loss in lieu of the a Company Common Stock Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in lieu of the Certificate an amount as provided may be reasonably required by Parent as set forth in Section 3.02(i)subsection (g) hereto), together with a Letter such letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionscontained therein, the holder of such Certificates Company Common Stock Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with that such holder has the provisions of Section 3.01, right to receive pursuant to this Article II and the Company Common Stock Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee of the record holder of such Company Shares if the Company Common Stock Certificate representing such Company Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.4, each Company Common Stock Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of as contemplated by this Article IIISection 2.4. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (iA) As promptly At or prior to the Effective Time, Investar shall deposit with American Stock Transfer & Trust Company LLC (the “Paying Agent”), for the benefit of the holders of Certificates (as practicable defined below), for exchange in accordance with this Section 2.05, an amount of cash equal to the Per Share Consideration multiplied by the number of shares of CFG Stock issued and outstanding immediately prior to the Effective Time (which is hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any other purpose other than as provided in this Agreement. (B) No later than five Business Days after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause Investar will instruct the Exchange Paying Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled CFG Stock, other than to receive the Per Share Closing Merger Consideration pursuant to this Article III: holders of Dissenting Shares, a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company transmittal that will (the “Letter of Transmittal”i) and shall specify (A) that delivery shall will be effected, and risk of loss and title to the Certificates shall CFG Stock will pass, only upon proper delivery of the Certificates stock certificates (the “Certificates”) for certificated shares of CFG Stock to the Exchange Paying Agent; , (ii) the Certificate(s) with respect to certificated shares of CFG Stock in exchange for the consideration to which the holder is entitled, and (Biii) instructions for use in effecting include such other commercially reasonable provisions consistent with the terms hereof as the Paying Agent may specify. Upon surrender of the Certificates (or affidavit of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as Investar may be required pursuant to such instructionsreasonably require, the holder of such Certificates shall Certificate will be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration described in Section 2.01. The Paying Agent will cancel the Certificates surrendered in accordance with this Article III shall be deemed at all times after Section 2.05. Until surrendered, the Effective Time to Certificates will represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such Consideration. (C) No interest will be paid or will accrue to the holders of the Certificate(s) with respect to the consideration to which the holder is entitled may be entitled. Notwithstanding anything herein to receive the contrary, none of Investar, the Interim Company, Investar Bank, CFG, Cheaha Bank or the Paying Agent will be liable to any former holder of CFG Stock with respect to any amount delivered in good faith to a public official in accordance with the provisions of this Article IIIany applicable abandoned property, escheat or similar laws. (iiD) Within two If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Investar or the Paying Agent, the posting by such Person of a bond in such reasonable amount as Investar may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, Investar will deliver in exchange for the lost, stolen or destroyed Certificate the consideration due to such Person under this Agreement. (2E) Business Days following the Effective Time (but in no event prior to the Effective Time)Any shares of CFG Stock held directly or indirectly by Investar, Adara shall cause the Exchange Agent to deliver to each record holder of Company Common StockInvestar Bank, as of CFG or Cheaha Bank immediately prior to the Effective Time (other than shares held in a fiduciary or agency capacity or in connection with debts previously contracted) shall, at the Effective Time, represented cease to exist, and the certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. (F) Any portion of the Exchange Fund that remains unclaimed by book-entry the shareholders of CFG as of the one (1) year anniversary of the Effective Time may, to the extent permitted by Legal Requirements, be returned to Investar. In such event, any former shareholders of CFG who have not theretofore complied with Section 2.05 shall thereafter look only to Investar with respect to the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledwithout any interest thereon.

Exchange Procedures. (ia) As promptly as practicable after At or before the date hereofEffective Time, Adara Purchaser shall use its reasonable best efforts deposit, or shall cause to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced be deposited, with an exchange agent company designated by certificates (the “Certificates”) Purchaser and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Exchange Agent”), pursuant to an agreement entered into by and between Purchaser and the Exchange Agent before the Closing, for the benefit of the holders of record of shares of Company Capital Stock, whose shares have been converted into the right to receive the Merger Consideration, for exchange in accordance with this Section 2.7, (i) the number of shares of Purchaser Common Stock sufficient to deliver the aggregate Stock Consideration to be delivered in whole shares and (ii) any cash payable in lieu of fractional shares pursuant to Section 2.5(b), and Purchaser shall instruct the Exchange Agent to deliver the Merger Consideration pursuant to Section 2.7(d). Appropriate transmittal materials, which shall include a form letter of transmittal for each holder to utilize to exchange the holder’s shares of Company Capital Stock (“Letter of Transmittal”), shall be mailed as soon as practicable after the Effective Time, to each holder of record of Company Capital Stock who has not previously surrendered their Certificate or Certificates and the Company. A completed Letter of Transmittal from a holder of Company Capital Stock to the Exchange Agent will be deemed properly completed only if the completed Letter of Transmittal is accompanied by all Certificates representing shares of Company Capital Stock (or customary affidavits and, if required by Purchaser pursuant to Section 2.7(h) indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) held by such holder to be converted thereby. Purchaser shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Consideration as provided in Section 2.7. (b) At and after the Effective Time, each Certificate evidencing ownership of shares of Company Capital Stock shall represent only the right to receive the Merger Consideration, and as to Appraisal Shares, shall represent only the right to receive applicable payments as set forth in Section 2.6. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (c) The transmittal materials shall (i) specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , (ii) be in a form and contain any other provisions as Purchaser may reasonably determine, and (Biii) include instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Consideration. Upon the proper surrender of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender any Certificates to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shares of Company Capital Stock shall be entitled to receive in exchange thereforetherefor a statement reflecting shares issued in book entry form, representing that number of whole shares of Purchaser Common Stock that such holder of Company Capital Stock has the right to receive pursuant to Section 2.5(a) and Adara shall cause a check in the Exchange Agent amount equal to deliver the Per Share Closing Merger Consideration any cash in accordance with the provisions lieu of fractional shares such holder is entitled to pursuant to Section 3.01, 2.5(b) and the Certificate any dividends or other distributions to which such holder is entitled to pursuant to Section 2.7(d). Certificates so surrendered shall forthwith be cancelledcanceled. (d) As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Purchaser Common Stock and cash in lieu of fractional shares as provided herein. Until surrendered as contemplated The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Purchaser Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto. If there is a transfer of ownership of any shares of Company Capital Stock not registered in the transfer records of the Company, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such Company Capital Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Purchaser and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to Purchaser Common Stock issued pursuant to this Agreement shall be remitted to any Person entitled to receive shares of Purchaser Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 3.022.7. Upon the surrender of such Person’s Certificates, such Person shall be entitled to receive any dividends or other distributions, without interest thereon, which after the Effective Time had become payable but not paid with respect to shares of Purchaser Common Stock represented by such Person’s Certificates. (f) The stock transfer books of the Company shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of the Company of any shares of Company Capital Stock. If, after the Effective Time, Certificates are presented to Purchaser, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid in lieu of a fraction of a share of Purchaser Common Stock pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remain unclaimed by the holders of Company Capital Stock for six (6) months after the Effective Time shall be repaid by the Exchange Agent to Purchaser upon the written request of Purchaser. After such request is made, each Certificate holder of Company Capital Stock who has not theretofore complied with this Section 2.7 shall look only to Purchaser for the Merger Consideration deliverable in respect of each share of Company Capital Stock such shareholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any Affiliate thereof) shall be liable to any former holder of Company Capital Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) Purchaser and the Exchange Agent shall be entitled to rely upon the Company’s stock transfer books to establish the identity of those Persons entitled to receive the Per Share Closing Merger Consideration, which books shall be conclusive with respect thereto. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. In the event of a dispute with respect to ownership of stock represented by any Certificate, Purchaser and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in accordance escrow with this Article III shall an independent third party and thereafter be deemed at all times after the Effective Time relieved with respect to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIIany claims thereto. (iii) Within two (2) Business Days following If any Certificate shall have been lost, stolen, mutilated or destroyed, as the Effective Time (but case may be, then, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, mutilated or destroyed and the posting by such Person of a bond in no event prior to the Effective Time), Adara shall cause such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to deliver to each record holder of Company Common Stocksuch Certificate, as of immediately prior to the Effective TimeExchange Agent will issue in exchange for such lost, represented by book-entry stolen or destroyed Certificate the Per Share Closing Merger Consideration deliverable in accordance with the provisions of respect thereof pursuant to Section 3.01, and such Company Common Stock shall forthwith be cancelled2.5.

Exchange Procedures. (ia) As promptly (1) The Company shall settle its Exchange Obligations as practicable after described in Section 8.02(a)(3), unless, within the date hereofapplicable time period specified in this Section 8.02(a)(1), Adara shall use the Company elects to settle its reasonable best efforts to cause the Exchange Agent to mail to each record holder Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be is required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the Company shall be deemed at all times after notify each exchanging Noteholder by notice to the Effective Time Trustee (for further distribution to represent only Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such Holder, and such notice shall specify the section of this Annex B of the Twelfth Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, however, that the Company shall have the right to receive upon such surrender irrevocably elect, in its sole discretion and without the Per Share Closing Merger Consideration consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to October 15, 2012, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that such holder the Company is entitled required to receive settle all exchanges with an Exchange Date occurring on or after October 15, 2012 in accordance with the provisions same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Article IIIAnnex B of the Twelfth Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after October 15, 2012, which shall all be satisfied in the same manner. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly (1) The Company shall settle its Exchange Obligations as practicable after described in Section 8.02(a)(3), unless, within the date hereofapplicable time period specified in this Section 8.02(a)(1), Adara shall use the Company elects to settle its reasonable best efforts to cause the Exchange Agent to mail to each record holder Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be is required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the Company shall be deemed at all times after notify each exchanging Noteholder by notice to the Effective Time Trustee (for further distribution to represent only Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such Holder, and such notice shall specify the section of this First Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, however, that the Company shall have the right to receive upon such surrender irrevocably elect, in its sole discretion and without the Per Share Closing Merger Consideration consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to February 1, 2012, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that such holder the Company is entitled required to receive settle all exchanges with an Exchange Date occurring on or after February 1, 2012 in accordance with the provisions same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Article IIIFirst Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 1, 2012, which shall all be satisfied in the same manner. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange and Paying Agent to shall mail to each record holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CEI Common Stock as evidenced (or CEI Common Stock held by certificates CECONY) or outstanding NU Common Shares together with the associated NU Rights (the “"Certificates”") and entitled whose shares were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: II, (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and Paying Agent and shall be in such form and have such other provisions as CEI and NU may reasonably specify) and (Bii) instructions for use in effecting surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of the Certificates (or affidavit of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancelation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))and Paying Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange and Paying Agent, the holder of such Certificates Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration therefor (i) a certificate representing that number of whole shares of Company Common Stock (together with certain dividends or other distributions in accordance with Section 2.04(c), cash in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the right to receive or (ii) the amount of cash that such holder is entitled to receive, in each case pursuant to the provisions of Section 3.01this Article II, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of CEI Common Stock or NU Common Shares and the associated NU Rights that is not registered in the transfer records of CEI or NU, as the case may be, a certificate representing the proper number of shares of Company Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.022.04, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such Consideration, which the holder is entitled thereof has the right to receive in accordance with respect of such Certificate pursuant to the provisions of this Article III. (iiII, certain dividends or other distributions in accordance with Section 2.04(c) Within two (2) Business Days following the Effective Time (but and cash in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder lieu of any fractional shares of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration Stock in accordance with Section 2.04(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledthis Article II.

Exchange Procedures. 2.2.1 Immediately prior to the Effective Time, Purchaser shall deposit with a paying agent mutually acceptable to Parent and the Company (ithe "Paying Agent"), in trust for the holders of record of Common Stock immediately prior to the Effective Time (the "Company Stockholders") cash in an aggregate amount equal to the Merger Consideration (such deposit with the Paying Agent pursuant to this paragraph is referred to as the "Payment Fund"). The Payment Fund shall not be used for any purpose except as provided in this Agreement. 2.2.2 As promptly soon as practicable after the date hereofEffective Time, Adara the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: Stockholder a letter of transmittal, which transmittal and instructions for use (the "Letter of Transmittal") in effecting the surrender of certificates representing Common Stock outstanding immediately prior to the Effective Time ("Certificates"). The Letter of Transmittal shall be in a form reasonably acceptable to Adara appropriate and the Company (the “Letter of Transmittal”) and shall specify (A) customary form, include provisions stating that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent; and (B) , provide instructions for use in effecting the surrender of such Certificates in exchange for the Certificates Merger Consideration and provide such other provisions as Purchaser may reasonably specify (or affidavit including those provisions described in this Section 2.2). Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsproperly executed, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefore the Exchange Agent to deliver portion of the Per Share Closing Merger Consideration represented by the Certificate pursuant to Section 2.1.1 of this Agreement. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in accordance with whose name the provisions Certificate representing Common Stock surrendered in exchange therefor is registered on the record books of Section 3.01the Company, and it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be cancelledproperly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed shall, at all times and after the Effective Time Time, be deemed to represent only the right to receive receive, upon surrender of such surrender Certificate, the Per Share Closing Merger Consideration that such holder is entitled with respect to receive in accordance with the provisions shares of this Article IIICommon Stock represented thereby. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to 2.2.3 At and after the Effective Time), Adara there shall cause be no transfers on the Exchange Agent to deliver to each record holder stock transfer books of the Company of the Common Stock, as Stock of which were outstanding immediately prior to the Effective Time. If, represented by book-entry after the Per Share Closing Merger Consideration Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in accordance with the provisions of this Section 3.01, and such Company Common Stock shall forthwith be cancelled2.

Exchange Procedures. (i) As promptly soon as practicable but in no event later than five days after the date hereofEffective Time, Adara Golden State shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of RedFed Common Stock as evidenced by certificates (the “"Certificates”") and entitled to receive the Per Share Closing Merger Consideration whose shares were converted into shares of Golden State Common Stock pursuant to this Article III: Section 2.1 (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as Golden State and RedFed may reasonably specify), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss in lieu Golden State Common Stock. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor a certificate representing that number of whole shares of Golden State Common Stock which such holder has the Exchange Agent right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of RedFed common stock then held by such holder), together with cash in lieu of the issuance of any fractional shares as provided in Section 3.012.2(e), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of RedFed Common Stock which is not registered in the transfer records of RedFed, a certificate representing the proper number of shares of Golden State Common Stock may be issued to a transferee if the Certificate representing such RedFed Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions certificate representing shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Golden State Common Stock shall forthwith be cancelled.and cash in lieu of the issuance of any fractional shares of Golden State Common Stock as contemplated by this Section 2.2. (c)

Exchange Procedures. (ia) As promptly (1) The Company shall settle its Exchange Obligations as practicable after described in Section 8.02(a)(3), unless, within the date hereofapplicable time period specified in this Section 8.02(a)(1), Adara shall use the Company elects to settle its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be is required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the Company shall be deemed at all times after notify each exchanging Noteholder by notice to the Effective Time Trustee (for further distribution to represent only Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such Holder, and such notice shall specify the section of this Annex C of the Twelfth Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, however, that the Company shall have the right to receive upon such surrender irrevocably elect, in its sole discretion and without the Per Share Closing Merger Consideration consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to February 15, 2013, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that such holder the Company is entitled required to receive settle all exchanges with an Exchange Date occurring on or after February 15, 2013 in accordance with the provisions same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Article IIIAnnex C of the Twelfth Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 15, 2013, which shall all be satisfied in the same manner. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly soon as practicable after the date hereofEffective Time, Adara the Paying Agent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate or Certificates that, immediately prior to the “Certificates”) and entitled Effective Time, represented outstanding Shares subsequently converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article IIIConsideration, as set forth in Section 1.4: (i) a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange AgentPaying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (B) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (or affidavit b) Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Paying Agent or the Surviving Corporation, (i) the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and (ii) the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.022.2, each such Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate but may, if required by the Paying Agent, be required to deliver an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive in accordance with the provisions of pursuant to this Article IIIII. Each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time or following the Paying Agent’s receipt of the applicable Letter of Transmittal (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after such time, the Merger Consideration to which such holder is entitled pursuant to receive this Article II. (iid) Within two (2) Business Days following In the Effective Time (but event of a transfer of ownership of Shares that is not registered in no event prior the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Effective Time), Adara shall cause Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Paying Agent to deliver evidence and effect such transfer and to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledevidence that any applicable Taxes have been paid.

Exchange Procedures. (i) As promptly soon as practicable practicable, after the date hereofMerger I Effective Time, Adara Parent shall use its reasonable best efforts to instruct and cause the Exchange Agent to mail to each record holder holder, as of the Merger I Effective Time, of (i) an outstanding Certificate that immediately prior to the Merger I Effective Time represented shares of Company Common Stock as evidenced by certificates or (the “Certificates”ii) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: Book-Entry Shares (x) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent or in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in customary form and agreed to by Parent and the Company prior to the Merger I Effective Time) and (By) instructions for use in effecting the surrender of the Certificates (or affidavit of loss Book-Entry Shares in lieu exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates or Book-Entry Shares. Upon surrender of a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender or Book-Entry Shares for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter such letter of Transmittaltransmittal, duly properly completed and validly executed in accordance with the instructions thereto duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange thereforetherefor (A) one or more Parent Depositary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of Parent Depositary Shares that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock then held by such holder) and Adara (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 1.6 and this Article II, including cash payable in lieu of any fractional Parent Depositary Shares pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall cause be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent to deliver in advance any transfer or other Taxes required by reason of the Per Share Closing delivery of the Merger Consideration in accordance with any name other than that of the provisions registered holder of Section 3.01, and the Certificate so surrendered surrendered, or shall forthwith be cancelledestablish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 3.022.1, each Certificate entitled to receive the Per or Book-Entry Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Merger I Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share, cash in lieu of any fractional Parent Depositary Shares to which such holder is entitled pursuant to receive in accordance with the provisions of this Article IIISection 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c). (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. At the Effective Time, FBI shall deposit or shall cause to be deposited with the exchange agent selected by FBI and agreed to by First National (ithe "Exchange Agent") As promptly as practicable certificates evidencing shares of FBI Common Stock in such amount necessary to provide all consideration required to be exchanged by FBI for First National Common Stock pursuant to the terms of this Agreement. Within 15 business days after the date hereofEffective Time, Adara FBI shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder the former shareholders of Company Common Stock as evidenced by certificates First National appropriate transmittal materials (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of First National Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to After the Effective Time) after , each holder of shares of First National Common Stock issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall upon surrender thereof promptly receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all Certificates held undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.3 of this Agreement, each holder of shares of First National Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such holder for cancellation (or affidavit of loss shares, cash in lieu of any fractional share of FBI Common Stock to which such holder may be otherwise entitled (without interest). FBI shall not be obligated to deliver the Certificate consideration to which any former holder of First National Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of First National Common Stock for exchange as provided in this Section 3.02(i)), together with a Letter 4.1. The certificate or certificates of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates First National Common Stock so surrendered shall be entitled to receive in exchange therefore, and Adara shall cause duly endorsed as the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelledmay require. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions Any other provision of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time)Agreement notwithstanding, Adara shall cause neither FBI nor the Exchange Agent shall be liable to deliver to each record a holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company First National Common Stock shall forthwith be cancelledfor any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property Law.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara Newco shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate whose shares were converted pursuant to Section 2.1(c) into the “Certificates”) and entitled right to receive the Per Share Closing Merger Consideration pursuant to this Article III: (i) a letter of transmittal, transmittal in customary form as reasonably agreed by the parties which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and (B) shall have such other provisions as American and US Airways may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Consideration. Upon proper surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a Newco Common Certificate representing that number of whole shares of Newco Common Stock that such holder has the right to receive in respect of the aggregate number of shares of US Airways Common Stock previously represented by such Certificate pursuant to Section 2.1(c) and Adara shall cause a check representing cash in respect of any dividends or other distributions that the Exchange Agent holder has the right to deliver the Per Share Closing Merger Consideration in accordance with the provisions of receive pursuant to Section 3.012.2(c), and the Certificate so surrendered shall forthwith immediately be cancelledcanceled. In the event of a transfer of ownership of US Airways Common Stock that is not registered in the transfer records of US Airways, a Newco Common Certificate representing the proper number of shares of Newco Common Stock pursuant to Section 2.1(c) and a check representing cash in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be delivered to a transferee if the Certificate representing such US Airways Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that the holder of such holder is entitled Certificate has the right to receive in accordance with respect of such Certificate pursuant to Section 2.1(c) (and cash in respect of any dividends or other distributions pursuant to Section 2.2(c)). No interest shall be paid or shall accrue on the provisions cash payable upon surrender of this Article IIIany Certificate. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (i) As promptly as practicable after Concurrently with the date hereofmailing of the Consent Solicitation Statement, Adara SMMC shall use its reasonable best efforts to cause direct the Exchange Agent to mail to each record holder of Company Common Stock as or Company Preferred Stock evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Stock Consideration or Per Share Cash Consideration, as applicable, pursuant to this Article IIISection 3.01: a letter of transmittal, which shall be in a form reasonably acceptable to Adara SMMC and the Company (the “Letter of Transmittal”) and which shall specify (A) have customary representations and warranties as to title, authorization, execution and delivery, (B) have a customary release of all claims against SMMC and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock or Company Preferred Stock, (C) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; , and (BD) include instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such shares of Company Common Stock or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)Company Preferred Stock are or were certificated), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara SMMC shall cause direct the Exchange Agent to deliver the Per Share Closing Merger Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with the provisions of Section 3.013.01 and Section 3.02, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.023.03, each Certificate entitled to receive the Per Share Closing Merger Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with this Article III Section 3.01 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Stock Consideration or the Per Share Cash Consideration, as applicable, that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly as practicable Promptly after the date hereofexecution of this Agreement, Adara Parent shall use its reasonable best efforts designate and appoint Computershare Trust Company, N.A. or an Affiliate thereof to act as exchange agent hereunder (the “Exchange Agent”) for the purpose of exchanging Certificates. (b) Promptly after the Effective Time, but in any event not more than five (5) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record holder as of immediately prior to the Effective Time of shares of Company Common Stock as evidenced by certificates (the each such holder, a “CertificatesCompany Common Stock Holder”), (i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates each Certificate representing any shares of Company Common Stock held by such Company Common Stock Holder shall pass, only upon proper delivery of the Certificates completed letter of transmittal and such Certificate to the Exchange Agent; Agent and shall be in such form and have such other provisions as Parent and the Company shall mutually agree) and (Bii) instructions for use in effecting the surrender of each such Certificate in exchange for the Certificates (or affidavit total amount of loss Merger Consideration that such Company Common Stock Holder is entitled to receive in lieu exchange for such holder’s shares of Company Common Stock in the Certificate as provided in Section 3.02(i)) Merger pursuant to the Letter of Transmittalthis Agreement. Within two (2) Business Days (but in no event prior to From and after the Effective Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Common Stock held by a Company Common Stock Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which such Company Common Stock Holder is entitled in exchange for such shares of Company Common Stock as contemplated by Section 2. (c) after the Upon surrender by a Company Common Stock Holder to the Exchange Agent of all Certificates held by representing such holder for cancellation (or affidavit holder’s shares of loss in lieu of the Certificate as provided in Section 3.02(i))Company Common Stock, together with a Letter letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificates each Company Common Stock Holder shall be entitled to receive in exchange therefore, therefor (and Adara shall cause the Exchange Agent shall mail to deliver such Company Common Stock Holder within ten (10) Business Days following such surrender): (i) a certificate (or certificates in the Per Share Closing Merger Consideration aggregate) representing the number of whole shares of Parent Stock into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates were converted in accordance with the provisions of Section 3.012, and the Certificate such Certificates so surrendered shall be forthwith cancelled, and (ii) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.7) equal to (A) the amount of cash in lieu of a fractional share of Parent Stock to be cancelled. Until paid pursuant to Section 2.1(c)), if any, into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration Certificates were converted in accordance with this Article III shall be deemed at all times after the Effective Time to represent only Section 2, plus (B) any cash dividends and other distributions that such holder has the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled pursuant to receive in accordance with the provisions of this Article IIISection 3.3. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Optium Common Stock (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Finisar Common Stock (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as Finisar and Optium may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss in lieu Finisar Common Stock. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held or to such other agent or agents as may be appointed by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Finisar, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor (A) a certificate representing the number of whole shares of Finisar Common Stock to which the holder is entitled pursuant to Section 2.1(b) and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration (B) cash (without interest) in accordance with the provisions lieu of fractional shares as provided in Section 3.01, and the 2.2(f). The Certificate so surrendered shall forthwith immediately be cancelled. In the event of a transfer of ownership of Optium Common Stock which is not registered in the transfer records of Optium, a certificate representing the proper number of shares of Finisar Common Stock to which the registered holder is entitled may be issued to a transferee if the Certificate representing such Optium Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions certificate representing shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Finisar Common Stock shall forthwith be cancelled(and cash in lieu of any fractional shares of Finisar Common Stock as contemplated by this Section 2.2).

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara Parent or the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each holder of record holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled that were converted pursuant to Section 2.1(c) into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Price (i) a letter of transmittal, which shall be transmittal in a form prepared prior to the Effective Time and reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and which shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Paying Agent and shall be in such form and have such other provisions as the Parent or the Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Price. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter such letter of Transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsits terms, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor a cash payment representing the Merger Price for each share of Company Common Stock represented thereby, and Adara shall cause subject to any applicable withholding tax, which such holder has the Exchange Agent right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to the provisions of Section 3.01this Article II, and the Certificate so surrendered shall forthwith be cancelled. 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. In the event of a transfer of ownership of Company Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, the Merger Price may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.2(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive Price for each share of Company Common Stock represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Stock in accordance with the provisions terms of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to Agreement and which remain unpaid at the Effective Time), Adara . Parent and the Surviving Corporation shall cause pay all fees and expenses of the Exchange Paying Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance connection with the provisions of Section 3.01, Payment Fund and such Company Common Stock shall forthwith be cancelledthe distributions therefrom.

Exchange Procedures. (ia) As promptly as practicable Promptly after the date hereofEffective Time (but in no event later than five (5) Business Days following the Effective Time), Adara Parent shall use its reasonable best efforts to cause the Exchange Paying Agent to mail to each individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or other entity ("Person") who was at the Effective Time a holder of record holder of shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 1.5(a) (i) a letter of transmittal, transmittal (which shall be in a customary form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates that formerly evidenced the shares of Company Common Stock shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof) to the Exchange Paying Agent; , and which shall have such customary provisions with respect to delivery of an "agent's message" with respect to shares held in book-entry form as Parent and the Company may reasonably specify) and (Bii) instructions for use in effecting the surrender of Certificates pursuant to such letter of transmittal in exchange for the Merger Consideration (which instructions shall provide that, at the election of the surrendering holder, such Certificates (or affidavit of loss including, as applicable, any book-entry shares) may be surrendered and the Merger Consideration in lieu of exchange therefor collected by hand delivery), in each case in form and substance reasonably agreed to by Parent and the Certificate as provided in Section 3.02(i)Company. (b) pursuant to the Letter of Transmittal. Within two Upon (2i) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Paying Agent of all Certificates held by such holder a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))cancellation, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto or (ii) receipt of an "agent's message" by the Paying Agent, as applicable, in the case of shares held in book-entry form, and such other documents as may be reasonably required pursuant to such instructionsby the Paying Agent and reasonably approved by Parent and the Company, the holder of such Certificates Certificate (including, as applicable, book-entry shares) shall be entitled to receive in exchange therefore, and Adara shall cause respect of each share previously represented thereby cash in the Exchange Agent to deliver amount of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Sections 1.5(a), 1.6(a), 1.6(b) or 1.7(a) . (c) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be an obligation of payment that (i) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Paying Agent that such tax either has been paid or is not payable. (d) Until surrendered as contemplated by this Section 3.022.2, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III (including, as applicable, book-entry shares) shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with respect of the provisions number of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to shares previously represented thereby. From and after the Effective Time, represented by holders of Certificates (including, as applicable, book-entry shares) shall cease to have any rights as stockholders of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Company, and such Company Common Stock shall forthwith be cancelledexcept as provided herein or by applicable Law.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara Corel shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Inprise Common Stock as evidenced by certificates or Inprise Preferred Stock (the “"Certificates”") and entitled whose shares are converted pursuant to Section 2.01 (c) into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: shares of Corel Common Stock (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss Corel Common Stock and cash in lieu of the fractional shares. Upon surrender of a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsits terms, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor a certificate representing that number of whole shares of Corel Common Stock, and Adara shall cause plus the Exchange Agent to deliver the Per Share Closing Merger Consideration cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of Section 3.01this Article II, and the Certificate so surrendered shall forthwith be cancelled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Inprise Common Stock which is not registered in the transfer records of Inprise, a certificate representing that number of whole shares of Corel Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), may be issued to a transferee if the Certificate representing such Inprise Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Corel Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Corel that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.022.02(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only ownership of the right to receive upon such surrender number of shares of Corel Common Stock into which the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions number of shares of Inprise Common Stock shown thereon have been converted as contemplated by this Article III. (ii) Within two (2) Business Days following II. Notwithstanding the Effective Time (but in no event prior to the Effective Time)foregoing, Adara shall cause the Exchange Agent to deliver to each record holder Certificates representing Inprise Common Stock surrendered for exchange by any person constituting an "affiliate" of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions Inprise for purposes of Section 3.01, and 6.04 shall not be exchanged until Corel has received an Affiliate Agreement (as defined in Section 6.04) executed by such Company Common Stock shall forthwith be cancelledperson as provided in Section 6.04.

Exchange Procedures. Each holder of record of shares of First ▇▇▇▇▇▇▇ Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to exchange First ▇▇▇▇▇▇▇ Common Stock for Merger Consideration in accordance with the following procedures: (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a certificates of the shares of First ▇▇▇▇▇▇▇ Common Stock (the “First ▇▇▇▇▇▇▇ Stock Certificates”) so surrendered is registered, it shall be a condition to such payment that such First ▇▇▇▇▇▇▇ Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such payment to a Person other than the registered holder of such First ▇▇▇▇▇▇▇ Stock Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. The Exchange Agent (or, subsequent to the six-month anniversary of the Effective Time, Tower) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of Tower Common Stock) otherwise payable pursuant to this Agreement to any holder of First ▇▇▇▇▇▇▇ Common Stock such amounts as the Exchange Agent or Tower, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Tower, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of First ▇▇▇▇▇▇▇ Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Tower, as the case may be. (b) After the Effective Time there shall be no further registration or transfers of shares of First ▇▇▇▇▇▇▇ Common Stock. If, after the Effective Time, First ▇▇▇▇▇▇▇ Stock Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (c) At any time following the one-year anniversary of the Effective Time, Tower shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to Holders of shares of First ▇▇▇▇▇▇▇ Common Stock that was deposited with the Exchange Agent at the Effective Time (the “Exchange Fund”) (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Tower), and Holders shall be entitled to look only to Tower (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, any cash in lieu of fractional shares of Tower Common Stock and any dividends or other distributions with respect to Tower Common Stock payable upon due surrender of their First ▇▇▇▇▇▇▇ Stock Certificates, without any interest thereon. Notwithstanding the foregoing, neither Tower nor the Exchange Agent shall be liable to any Holder of a First ▇▇▇▇▇▇▇ Stock Certificate for Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws. (d) In the event any First ▇▇▇▇▇▇▇ Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such First ▇▇▇▇▇▇▇ Stock Certificate(s) to be lost, stolen or destroyed and, if required by Tower or the Exchange Agent, the posting by such Person of a bond in such sum as Tower may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such First ▇▇▇▇▇▇▇ Stock Certificate(s), Tower shall cause the Exchange Agent to issue the Merger Consideration deliverable in respect of the shares of First ▇▇▇▇▇▇▇ Common Stock represented by such lost, stolen or destroyed First ▇▇▇▇▇▇▇ Stock Certificates. (e) No dividends or other distributions with respect to Tower Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered First ▇▇▇▇▇▇▇ Stock Certificate with respect to the shares of Tower Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of Tower Common Stock shall be paid by Tower to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such First ▇▇▇▇▇▇▇ Stock Certificate in accordance with subsection (f) below. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such First ▇▇▇▇▇▇▇ Stock Certificate there shall be paid to the Holder of a certificate for Tower Common Stock (a “Tower Stock Certificate”) representing whole shares of Tower Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Tower Common Stock and the amount of any cash payable in lieu of a fractional share of Tower Common Stock to which such Holder is entitled pursuant to subsection (f), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Tower Common Stock. Tower shall make available to the Exchange Agent cash for these purposes, if necessary. (f) No Tower Stock Certificates representing fractional shares of Tower Common Stock shall be issued upon the surrender for exchange of First ▇▇▇▇▇▇▇ Stock Certificates; no dividend or distribution by Tower shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any rights as a shareholder of Tower. In lieu of any such fractional shares, each Holder of a First ▇▇▇▇▇▇▇ Stock Certificate who would otherwise have been entitled to receive a fractional share interest in exchange for such First ▇▇▇▇▇▇▇ Stock Certificate shall receive from the Exchange Agent an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such Holder (after taking into account all shares of First ▇▇▇▇▇▇▇ Common Stock held by such holder at the Effective Time) would otherwise be entitled by (B) the Closing Tower Share Value. (g) Tower, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the compliance by any First ▇▇▇▇▇▇▇ Shareholder with the exchange procedures set forth herein, (B) the issuance and delivery of Tower Stock Certificates into which shares of First ▇▇▇▇▇▇▇ Common Stock are converted in the Merger and (C) the method of payment of cash in lieu of fractional shares of Tower Common Stock where the holder of the applicable First ▇▇▇▇▇▇▇ Stock Certificate has no right to receive whole shares of Tower Common Stock. (h) Prior to the Effective Time, Tower will deposit with the Exchange Agent certificates representing shares of Tower Common Stock sufficient to pay in a timely manner, and Tower shall instruct the Exchange Agent to timely pay, the aggregate Merger Consideration. In addition, prior to the Effective Time, Tower shall deposit with the Exchange Agent sufficient cash to permit prompt payment of the cash in lieu of fractional shares of Tower Common Stock, and Tower shall instruct the Exchange Agent to timely pay the cash in lieu of fractional shares of Tower Common Stock where the holder of the applicable First ▇▇▇▇▇▇▇ Stock Certificate has no right to receive whole shares of Tower Common Stock. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara Tower shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company record of a First ▇▇▇▇▇▇▇ Stock Certificate(s) which immediately prior to the Effective Time represented outstanding shares of First ▇▇▇▇▇▇▇ Common Stock as evidenced by certificates (whose shares were converted into the “Certificates”) and entitled right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 1.4 and any cash in lieu of fractional shares of Tower Common Stock to be issued or paid in consideration therefor, (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates First ▇▇▇▇▇▇▇ Stock Certificate(s) shall pass, only upon proper delivery of the Certificates First ▇▇▇▇▇▇▇ Stock Certificate(s) (or affidavits of loss in lieu of such certificates)) (the “Letter of Transmittal”) to the Exchange Agent; Agent and shall be substantially in such form and have such other provisions as shall be determined by Tower and (Bii) instructions for use in effecting surrendering the surrender of First ▇▇▇▇▇▇▇ Stock Certificate(s) in exchange for the Certificates (or affidavit of loss Merger Consideration and any cash in lieu of the Certificate as provided fractional shares of Tower Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 3.02(i)2.2(f) and any dividends or distributions to which such holder is entitled pursuant to the Letter of Transmittal. Within two Section 2.2(e). (2j) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)its First ▇▇▇▇▇▇▇ Stock Certificate(s), together with accompanied by a properly completed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder a Holder of such Certificates shall First ▇▇▇▇▇▇▇ Common Stock will be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times promptly after the Effective Time to the Merger Consideration in respect of the shares of First ▇▇▇▇▇▇▇ Common Stock represented by its First ▇▇▇▇▇▇▇ Stock Certificate. Until so surrendered, each such First ▇▇▇▇▇▇▇ Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive upon such surrender the Per Share Closing Merger Consideration that and any cash in lieu of fractional shares of Tower Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(f) and any dividends or distributions to which such holder is entitled pursuant to receive in accordance with the provisions of this Article IIISection 2.2(e). (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. As soon as practicable, but in any event no later than five (i5) As promptly as practicable business days after the date hereofClosing Date, Adara the Parent shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record holder (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock as evidenced by certificates (Stock, whose shares were converted into the “Certificates”) and entitled right to receive the Per Share Closing Merger Cash Consideration pursuant to this Article IIISection 1.5: (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit including a means of loss hand-delivery) in lieu exchange for the Per Share Cash Consideration. Upon surrender of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender Certificates for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of record of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver therefor the Per Share Closing Merger Cash Consideration in accordance with the provisions respect of Section 3.01each share of Company Common Stock represented thereby, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 3.02so surrendered, each Certificate entitled outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to receive evidence the ownership of the Per Share Closing Merger Cash Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon into which such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder shares of Company Common StockStock shall have been so converted. Notwithstanding the foregoing, the amount of Merger Consideration payable from the Exchange Fund to each person that as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions Time was a holder of Section 3.01Company Common Stock, and to which each such Company Common Stock person shall forthwith be cancelledentitled upon surrender of such person's Certificate(s), shall be reduced by such person's Pro Rata Portion (as defined below).

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II ("New Certificates") and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article II (including the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock) (such cash and New Certificates, being hereinafter referred to as the "Exchange Fund"). (b) As promptly as practicable after practicable, but in any event no later than five (5) Business Days following the date hereofEffective Time, Adara shall use its reasonable best efforts and provided that Company has delivered, or caused to cause be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: record of a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; ) and (B) instructions for use in effecting the surrender of the Certificates (in exchange for the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) Certificates shall have been converted pursuant to the Letter Sections 2.01, 2.03 and 2.04 of Transmittalthis Agreement. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor, and Adara as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock (if any) to which such former holder of Company Common Stock shall cause have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the Exchange Agent amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to deliver receive in respect of the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01Certificate surrendered pursuant to this Agreement, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.022.05(b), each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III (other than Certificates representing Treasury Stock) shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that provided in Sections 2.01, 2.03 and 2.04 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 2.05. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, the record holder is thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in accordance respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the provisions of this Article IIIExchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (iid) Within two The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.05, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each case by Buyer. If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (2e) Business Days following Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company for six (6) months after the Effective Time (but in no event prior to the Effective Time), Adara as well as any interest or proceeds from any investment thereof) shall cause be delivered by the Exchange Agent to deliver Buyer. Any shareholders of Company who have not theretofore complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each record share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock, as Stock in respect of immediately prior to the Effective Time, represented which such deduction and withholding was made by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledBuyer.

Exchange Procedures. (i) As promptly as practicable after the date hereofMerger Effective Time, Adara Holdco shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company record of SPAC Common Stock as evidenced by certificates (including shares of SPAC Class A Common Stock resulting from the “Certificates”SPAC Class B Conversion) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 3.02 a letter of transmittal, which shall be in a form reasonably acceptable to Adara SPAC and the Company (the “Letter of Transmittal”) and shall specify (Ai) that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such SPAC Common Stock (collectively, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) five Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange thereforetherefor, and Adara Holdco shall cause the Exchange Agent to deliver (i) the Per Share Closing Merger Consideration and (ii) an amount in immediately available funds (or, if no wire transfer instructions are provided, a check) equal to any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to Section 3.03(c) in accordance with the provisions of this Section 3.013.03, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated by this Section 3.023.03, each Certificate entitled to receive a portion of the Per Share Closing Merger Consideration in accordance with this Article III Section 3.02 shall be deemed at all times after the Merger Effective Time Time, as the case may be, to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIISection 3.02. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly as practicable Promptly after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each holder of record holder of a certificate or certificates which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock as evidenced by certificates (the “"Certificates”"), other than shares canceled in accordance with Section 3.01(b): (i) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent; , and shall be in such form and have such other provisions as Sterling shall specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Consideration. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate to such other agent or agents as provided in Section 3.02(i)may be appointed by Sterling), together with a Letter such letter of Transmittaltransmittal, duly completed executed, and validly executed in accordance with the instructions thereto and such any other documents as may be required pursuant to such instructionsdocuments, the holder of such Certificates Certificate(s) shall be entitled to receive in exchange therefore, and Adara shall cause therefor the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with which such holder has the provisions of right to receive pursuant to Section 3.013.01(a), and the Certificate Certificate(s) so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration with respect to such Company Common Stock may be issued to a transferee if the Certificate(s) representing such Company Common Stock is (are) presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.024.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that with respect to such Company Common Stock. The Certificate(s) for Company Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Sterling shall not be obligated to deliver the Merger Consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders his Certificate(s) formerly representing shares of Company Common Stock for exchange as provided in this Article IV. (b) No dividends or other distributions with respect to shares of Sterling Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Sterling Common Stock represented thereby and no cash payment in lieu of fractional shares of Sterling Common Stock shall be paid to any such holder pursuant to Section 4.06 until the surrender of the Certificate with respect to the shares of Sterling Common Stock represented thereby in accordance with this Article IV. Subject to the effect of applicable laws, following surrender of any such Certificates, these shall be paid to the holder of the certificate representing whole shares of Sterling Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to receive in accordance Section 4.06 and the proportionate amount of dividends or other distributions with a record date after the provisions Effective Time theretofore paid with respect to such shares of this Article III. Sterling Common Stock, and (ii) Within two (2) Business Days following at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent such surrender and a payment date subsequent to deliver such surrender payable with respect to each record holder such whole shares of Company Sterling Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) Bancshares shall deposit or cause to be deposited in trust with ChaseMellon (the “Exchange Agent”) prior to the Effective Time cash in an aggregate amount sufficient to make the cash payments pursuant to Section 2.1 hereof and to make the appropriate cash payments, if any, to holders of Dissenting Shares pursuant to Section 2.4 hereof (such amounts being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall make the payments of the Merger Consideration out of the Exchange Fund to former shareholders of First United upon surrender of their shares of First United Common Stock. The Exchange Fund shall not be used for any other purpose. (b) As promptly soon as practicable after the date hereofEffective Time, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each record holder of Company an outstanding certificate or certificates which represent shares of First United Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: ), a form letter of transmittal, transmittal approved by Bancshares and First United which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall will specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and (B) contain instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittalfor payment therefor. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))a Certificate, together with a Letter completed letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor the amount of cash provided in Section 2.1 hereof in the manner described herein, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the such Certificate so surrendered shall forthwith be cancelledcanceled. Payment with respect to shares of First United Common Stock will be made as soon as practicable after the Exchange Agent’s receipt of the Certificates and a properly completed letter of transmittal. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article IIISection 2.5, each Certificate (other than Certificates representing Dissenting Shares) shall represent for all purposes the right to receive the respective portion of the Merger Consideration without any interest thereon. (iic) Within two If payment of cash is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form (2reasonably satisfactory to Merger Sub) Business Days following for transfer and that the Effective Time (but in no event prior person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or established to the Effective Time), Adara shall cause satisfaction of the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to that such tax has been paid or is not applicable. (d) After the Effective Time, represented the stock transfer ledger of First United shall be closed and there shall be no transfers on the stock transfer books of First United of the shares of First United Common Stock which were outstanding immediately prior to such time of filing. If, after the Effective Time, Certificates are presented to Bancshares, they shall be promptly presented to the Exchange Agent and exchanged as provided in this Section 2.5. (e) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by book-entry the Per Share Closing shareholders of First United for six months after the Exchange Agent mails the letter of transmittal pursuant to Section 2.5(b) shall be delivered to Bancshares upon demand, and any shareholders of First United who have not theretofore complied with the exchange procedures in this Article II shall look to Bancshares only, and not the Exchange Agent, for the payment of any Merger Consideration in accordance with respect of such shares. (f) None of Bancshares, First United, the provisions Exchange Agent or any other person shall be liable to any former holder of Section 3.01, and such Company shares of First United Common Stock for any cash properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) In the event any Certificate shall forthwith have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person claiming such Certificate to be cancelledlost, stolen or destroyed and, if required by Bancshares or the Exchange Agent, the posting by such person of a bond in such amount as Bancshares or the Exchange Agent may direct as indemnity against any claim that may be made against the Surviving Bank with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange Procedures. At the Closing or within ten (10) days ------------------- thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Paracer Capital Stock (each a "Certificate," and collectively, the "Certificates") whose shares were converted pursuant to Section 2.2 into the right to receive shares of Stratos Common Stock: (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Agent and shall be in such form and have such other provisions as Stratos and Paracer may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for certificates representing shares of loss in lieu Stratos Common Stock. Upon surrender of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held or to such other agent or agents as may be appointed by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Stratos, together with a Letter duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionstransmittal, the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, and Adara shall cause therefor a certificate representing the Exchange Agent number of whole shares of Stratos Common Stock which such holder has the right to deliver the Per Share Closing Merger Consideration in accordance with receive pursuant to the provisions of Section 3.012.2(c) and cash in lieu of any fractional share in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith immediately be cancelledcanceled. In the event of a transfer of ownership of Paracer Capital Stock which is not registered in the transfer records of Paracer, a certificate representing the shares of Stratos Common Stock to which the holder is entitled may be issued to a transferee if the Certificate representing such Paracer Capital Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.3, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions certificates representing shares of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Stratos Common Stock shall forthwith be cancelledand cash in lieu of any fractional shares of Stratos Common Stock as contemplated by this Section 2.3.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time, Adara the Surviving Corporation shall use its reasonable best efforts to cause the Exchange Payment Agent to mail to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock as evidenced by certificates Shares (the “Certificates”) and entitled whose shares are converted pursuant to Section 2.01(c) into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Price (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; Payment Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavit in exchange for the Merger Price. Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Payment Agent, together with a Letter such letter of Transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructionsits terms, the holder of such Certificates Certificate shall be entitled to receive in exchange thereforetherefor a check representing the Merger Price per Company Common Share represented thereby, subject to any applicable withholding tax (and Adara provided that a portion thereof shall cause the Exchange Agent be retained in escrow pursuant to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.012.02(a) and Section 9.03 hereof and the terms and conditions of the Escrow Agreement), which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be cancelled. 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. In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the Merger Price may be issued to a transferee if the Certificate representing such Company Common Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.022.02(b), each Certificate entitled representing shares which are converted pursuant to Section 2.01(c) into the right to receive the Per Share Closing Merger Consideration in accordance with this Article III Price shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Merger Price per Company Common Share Closing Merger Consideration that such holder is entitled to receive represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Shares in accordance with the provisions terms of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to Agreement and which remain unpaid at the Effective Time), Adara . Parent and the Surviving Corporation shall cause pay all fees and expenses of the Exchange Payment Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance connection with the provisions distribution of Section 3.01, and such Company Common Stock shall forthwith be cancelledthe Payment Fund.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the date hereofEffective Time but in any event not later than three business days thereafter, Adara shall use its reasonable best efforts to cause the Exchange Agent to shall mail to each holder of record holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to each holder of record of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case whose shares were converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article III: Section 2.2, (i) a letter of transmittal, transmittal (which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon proper delivery of the Certificates or the transfer of the Uncertificated Shares to the Exchange Agent; Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (Bii) instructions for use in effecting surrendering the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (i) surrender of the Certificates (or affidavit of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Agent, together with a Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder or (ii) receipt of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause an “agent’s message” by the Exchange Agent to deliver (or such other evidence, if any, of transfer as the Per Share Closing Exchange Agent may reasonably request), in the case of a book-entry transfer of Uncertificated Shares. Upon payment of the Merger Consideration in accordance with pursuant to the provisions of Section 3.01this Article 2, and each Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. Notwithstanding the foregoing, in the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if such Certificate shall forthwith be cancelledproperly endorsed or otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, Each Certificate and each Certificate entitled to receive the Per Uncertificated Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with this Section 2.3 the Merger Consideration into which the shares of Company Common Stock shall have been converted pursuant to Section 2.2. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III2. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelled.

Exchange Procedures. (ia) As promptly soon as practicable after the date hereofEffective Time, Adara the Paying Agent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (record of a Certificate or Certificates that, immediately prior to the “Certificates”) and entitled Effective Time, represented outstanding Shares subsequently converted into the right to receive the Per Share Closing Merger Consideration pursuant to this Article IIIConsideration, as set forth in Section 1.4: (i) a letter of transmittal, which shall be in transmittal (a form reasonably acceptable to Adara and the Company (the “"Letter of Transmittal”") and shall specify that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange AgentPaying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (B) shall be in such form and have such other provisions as Parent may reasonably specify; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (or affidavit b) Upon surrender of loss in lieu of the a Certificate as provided in Section 3.02(i)) pursuant for cancellation to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i))Paying Agent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such any other documents as may be reasonably required pursuant to such instructionsby the Paying Agent or the Surviving Corporation, (i) the holder of such Certificates Certificate shall be entitled to receive in exchange therefore, therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and (ii) the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.022.2, each such Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Per Share Closing applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate but may, if required by the Paying Agent, be required to deliver an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive in accordance with the provisions of pursuant to this Article IIIII. Each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time or following the Paying Agent's receipt of the applicable Letter of Transmittal (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after such time, the Merger Consideration to which such holder is entitled pursuant to this Article II and the Book-Entry Shares of such holder shall immediately be canceled. (iid) Within two (2) Business Days following In the Effective Time (but event of a transfer of ownership of Shares that is not registered in no event prior the transfer records of the Company maintained by its transfer agent, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Effective Time), Adara shall cause Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Paying Agent to deliver evidence and effect such transfer and to each record holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall forthwith be cancelledevidence that any applicable Taxes have been paid.