Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (i) As soon as reasonably practical after the Effective Time, the Parent shall cause to be mailed to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. Promptly (iand in no event later than the fifth business day) As soon as reasonably practical after the Effective Time, the Parent USWeb shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, ) of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of CKS Common Stock whose shares were converted into the right to receive the consideration set forth in shares of USWeb Common Stock pursuant to Section 1.6(b) (and 1.6, cash in lieu of any fractional shares, less shares pursuant to Section 1.6(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(d), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent USWeb, in consultation with CKS prior to the Effective Time, may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent USWeb Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent USWeb Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)Stock, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) In as to the event that any Certificate payment of dividends, to evidence the ownership of the number of full shares of USWeb Common Stock into which such shares of CKS Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, Parent ------------------- shall instruct the Parent shall cause Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (A"Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right shares of Parent Common Stock pursuant to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)1.6, (1i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event that any Certificate shall have been lostof a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, stolen or destroyed, upon a certificate representing the making proper number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to Parent Common Stock may be issued to a transferee if the Certificate representing such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent to the issuance thereof, require the owner of effect such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against transfer and by evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen or destroyedpaid.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”)a Prize Certificate that, at immediately prior to the Effective Time, whose represented shares were of Prize Common Stock, which was converted into the right to receive Parent Common Stock and Cash Consideration pursuant to Section 2.4(b)(i), a letter of transmittal to be used to effect the consideration set forth in Section 1.6(b) exchange of such Prize Certificate for a Parent Certificate (and cash in lieu of fractional shares) and the Cash Consideration, less any amount required along with instructions for using such letter of transmittal to be withheld from effect such cash under foreign, federal, state or local tax laws), (1) a exchange. The letter of transmittal (which or the instructions thereto) shall specify that delivery of any Prize Certificate shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares such Prize Certificate to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify). (ii) Upon surrender to the Exchange Agent of a Prize Certificate for cancellation, together with a duly completed and executed letter of transmittal and any other required documents (including, in the case of any Person constituting an "affiliate" of Prize for purposes of Rule 145(c) and (2d) instructions for use under the Securities Act, a written agreement from such Person as described in effecting Section 5.10, if not theretofore delivered to Parent): (A) the surrender holder of the Certificates or transfer of the Uncertificated Shares such Prize Certificate shall be entitled to receive in exchange for certificates therefor a Parent Certificate representing the number of whole shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash Cash Consideration that such holder has the right to receive pursuant to Section 1.6(b) (and 2.4(b)(i), any cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock as provided in Section 2.5(e), and any unpaid dividends and distributions that such holder is entitled has the right to receive pursuant to Section 1.6(b2.5(c) (after giving effect to any required withholding of taxes), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), ; and (ZB) if applicablethe Prize Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or accrued on the Cash Consideration, the cash payment in lieu of fractional shares that such holder is entitled and unpaid dividends and distributions, if any, payable to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledholders of Prize Certificates. (iii) In the event of a transfer of ownership of Prize Common Stock that is not registered in the transfer records of Prize, a Parent Certificate representing the appropriate number of shares of Parent Common Stock and the appropriate Cash Consideration (along with any cash in lieu of fractional shares and any unpaid dividends and distributions that such holder has the right to receive) may be issued or paid to a transferee if the Prize Certificate shall have been lost, stolen or destroyed, upon the making representing such shares of an affidavit of that fact by the Person claiming such Certificate Prize Common Stock is presented to be lost, stolen or destroyed, the Exchange Agent will issue or cause accompanied by all documents required to be issued to evidence and effect such Person in exchange for transfer, including such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and signature guarantees as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect may request, and to the Certificate alleged to evidence that any applicable stock transfer taxes have been lostpaid. (iv) Until surrendered as contemplated by this Section 2.5(b), stolen or destroyedeach Prize Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Parent Certificate representing shares of Parent Common Stock and Cash Consideration as provided in Section 2.4(b)(i) (along with any cash in lieu of fractional shares and any unpaid dividends and distributions).

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, Parent ------------------- shall instruct the Parent shall cause Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (A"Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right shares of Parent Common Stock pursuant to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)1.6, (1i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event that any Certificate shall have been lostof a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, stolen or destroyed, upon a certificate representing the making proper number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to Parent Common Stock may be issued to a transferee if the Certificate representing such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent to the issuance thereof, require the owner of effect such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against transfer and by evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen or destroyedpaid.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (Athe Effective Time) of a certificate or certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (and 1.6(a), cash in lieu of any fractional shares, less shares pursuant to Section 1.6(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax laws), Section 1.7(d): (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify), specify and the Company shall reasonably approve prior to the Effective Time) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing whole shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” thereto and such other documents as may reasonably be required by the Exchange Agent (or Agent, the holder of such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing exchange therefor the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that (after taking into account all Certificates surrendered by such holder) to which such holder is entitled to receive pursuant to Section 1.6(b1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective TimeTime (and in any event within five business days after Parent's receipt of all necessary shareholder list and other supporting information), the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding Shares whose shares Shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (and 1.6, cash in lieu of any fractional shares, less shares pursuant to Section 1.6(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(d), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) In as to the event that any Certificate payment of dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, lieu of the issuance of any fractional shares in accordance with Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective TimeTime (and in any event, the within three (3) Business Days thereafter), Parent shall cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates representing shares a Certificate, the underlying Shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares which were converted into the right to receive the consideration set forth in Section 1.6(b) Merger Consideration (and cash in lieu of any fractional shares, less any amount required Parent Shares as contemplated by Section 2.04(e)) at the Effective Time pursuant to be withheld from such cash under foreign, federal, state or local tax laws), this Agreement: (1i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon proper delivery of the such Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent, and shall otherwise be in such customary form and have such other provisions as Parent or the Exchange Agent may reasonably specify), ; and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion payment of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) Consideration. Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with respect to such Certificates, the instructions theretoholder of such Certificates shall be entitled to receive the Merger Consideration (and cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) for each Share formerly represented by such Certificates. Any Certificates so surrendered shall forthwith be canceled. The Merger Consideration (and cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) paid upon the surrender for exchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration (or cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 2.04(h)) is to be made to a person other than the person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the person requesting such payment shall have paid any transfer or other Taxes required by reason of the payment of the Merger Consideration (Bor cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) receipt and any dividends or other distributions payable pursuant to Section 2.04(h)) to a person other than the registered holder of an “agent’s message” by the Certificate so surrendered or shall have established to the satisfaction of the Exchange Agent (that such Taxes either have been paid or such other evidence, if any, are not payable. Any holder of transfer as Book-Entry Shares shall not be required to deliver a Certificate to receive the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(bthis Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration (Yand cash in lieu of any fractional Parent Shares as contemplated by Section 2.04(e) cash that such holder is entitled to receive and any dividends or other distributions payable pursuant to Section 1.6(b2.04(h), and ) payable for each such Book-Entry Share. Payment of the Merger Consideration (Z) if applicable, the or cash payment in lieu of any fractional shares that such holder is entitled to receive Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 1.6(f2.04(h)) with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, and the each Certificate or Uncertificated Book-Entry Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that deemed at 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on time after the Effective Date and deliver Time to represent only the right to receive the Merger Consideration (or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of any fractional Parent Shares as contemplated by Section 2.04(e) and any dividends or other distributions payable pursuant to Section 1.6(b2.04(h)) and, if any, Section 1.6(f)as contemplated by this Agreement. When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the issuance thereof, require the owner provisions of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedthis Article II.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Nathan's shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, ) of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of MSC Capital Stock whose shares were converted into the right to receive the consideration set forth in shares of Nathan's Common Stock and Warrants pursuant to Section 1.6(b) (1.6 and cash in lieu of any fractional shares, less any amount required shares pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.6(e), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent accompanied by a properly executed letter of transmittal and shall be in such form and have such other provisions as Parent Nathan's may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Nathan's Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (Warrants and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(e)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent of one or to such other agent or agents as may be appointed by Parentmore Certificates for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (Bthe holder of such Certificate(s) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number of whole shares of Parent Nathan's Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)Stock, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b)and, and (Z) if as applicable, the cash Warrants and payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f1.6(e). Subject to Section 1.7 hereof, until so surrendered, each outstanding Certificate will be deemed from and after the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In Effective Time, for all corporate purposes, to evidence the event that any Certificate ownership of the number of full shares of Nathan's Common Stock and, as applicable, Warrants into which such shares of MSC Capital Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent fractional shares in accordance with respect to the Certificate alleged to have been lost, stolen or destroyedSection 1.6(e).

Exchange Procedures. (i) As soon as reasonably practical practicable (and in no event more than five (5) business days) after the Effective Time, the Parent shall cause to be mailed to each holder of record of (A) a certificate or certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated which immediately prior to the Effective Time represented outstanding shares of Common Stock (the “Uncertificated Shares”), at the Effective TimeCompany Capital Stock, whose shares were converted into the right to receive the consideration set forth in cash pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)hereto, (1) a letter of transmittal in customary form as Parent and the Company may reasonably specify prior to the Closing (which 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 or transfer of the Uncertificated Shares to by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)cash. (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (BA) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is Certificate shall be entitled to receive in exchange therefor a cash payment pursuant to Section 1.6(b)) hereof, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b)without interest, and (ZB) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledcanceled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person stockholder of the Company (the “Company Stockholder”) claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to pay such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into that amount of cash which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is shall be entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance payment in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity bond as indemnity, as it shall direct in accordance with (and amounts prescribed by) its customary practices, policies and procedures, against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed. As a further condition to payment with respect to any Certificate that shall have been lost, stolen or destroyed, Parent may require the Company Stockholder to whom payment is to be made to agree in writing to indemnify and hold harmless Parent with respect to any loss or expense incurred by Parent as a result of the loss, theft or destruction of such Certificate.

Exchange Procedures. (i) As ▇▇▇▇▇▇▇▇▇ shall instruct the Exchange Agent to, as soon as reasonably practical practicable after the Effective Time, but in no event more than three (3) Business Days following the Parent shall cause to be mailed Effective Time, mail to each holder of record of a certificate (Aa Certificate) certificates representing or book-entry share (a Book-Entry Share) that immediately prior to the Effective Time represented outstanding shares of Janus Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective TimeStock, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)Merger Consideration, (1A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Uncertificated loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify), ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ agree prior to the Effective Time) and (2B) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of the Uncertificated loss in lieu thereof) or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash including any amount payable in lieu respect of fractional shares, less shares in accordance with Section 3.2(e) and any amount required to be withheld from such cash under foreign, federal, state dividends or local tax lawsother distributions on ▇▇▇▇▇▇▇▇▇ Ordinary Shares in accordance with Section 3.2(c). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent▇▇▇▇▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” and such other documents as may reasonably be required by the Exchange Agent (Agent, the holder of such Certificate or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is Entry Share shall be entitled to receive pursuant to Section 1.6(b), in exchange therefor the Merger Consideration (Y) which shall include cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares as provided in Section 3.2(e)) that such holder is entitled has the right to receive pursuant to the provisions of this ARTICLE III and any amounts that such holder has the right to receive in respect of dividends or other distributions on ▇▇▇▇▇▇▇▇▇ Ordinary Shares in accordance with Section 1.6(f3.2(c). ▇▇▇▇▇▇▇▇▇ shall instruct the Exchange Agent to mail such amounts to such holders within three (3) Business Days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate or Uncertificated Book-Entry Share so surrendered or transferred shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of or, if applicable, paid to a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration and, if applicable, payment of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. (iiiii) In the event that Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on time after the Effective Date Time to represent only the right to receive upon such surrender the Merger Consideration and deliver or cause to be delivered to such Person cash in immediately available funds any amounts that such holder is entitled has the right to receive pursuant to in respect of dividends or other distributions on ▇▇▇▇▇▇▇▇▇ Ordinary Shares in accordance with Section 1.6(b) and, if any, Section 1.6(f3.2(c). When authorizing such issuance in exchange therefor, Parent and/or No interest shall be paid or shall accrue for the Exchange Agent may, in its reasonable discretion and as a condition precedent to benefit of holders of Certificates or Book-Entry Shares on the issuance thereof, require Merger Consideration payable upon the owner surrender of such lost, stolen Certificates or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedBook-Entry Shares.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective Time, Adamis or the Parent shall cause to be mailed Exchange Agent will mail to each holder of record of (A) certificates representing shares of Common DMK Capital Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were would be converted into the right to receive shares of the consideration set forth in Merger Consideration pursuant to Section 1.6(b) 1.6(a): (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal in customary form mutually agreeable to DMK and Adamis; (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have ii) such other provisions customary documents as Parent may reasonably specify), be required pursuant to such instructions; and (2iii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares DMK Capital Stock in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Adamis constituting Merger Consideration (pursuant to Section 1.6(bor evidence of shares in uncertificated or book-entry form)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate DMK Capital Stock for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, or the holder of such DMK Capital Stock shall be entitled to receive in exchange therefor, (Bx) receipt of an “agent’s message” by the Exchange Agent a certificate (or such other evidence, if any, evidence of transfer as the Exchange Agent may reasonably request) shares in the case of a uncertificated or book-entry transfer of Uncertificated Shares, (Xform) a certificate representing the number of whole shares of Parent Exchange Shares into which the DMK Common Stock represented thereby shall have been converted into the right to receive as of the Effective Time, (y) any dividends or Parent Non-Voting Convertible Stock that other distributions to which such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b1.10(d), and (Zz) if applicable, the cash payment in lieu respect of any fractional shares that such holder is entitled to receive pursuant to as provided in Section 1.6(f1.6(e), and the Certificate or Uncertificated Share DMK Capital Stock so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, each such outstanding share of DMK Capital Stock will be deemed from and after the event that Effective Time, for all corporate purposes other than the payment of dividends, to evidence the ownership of the number of full Exchange Shares into which such shares of DMK Capital Stock shall have been so converted and the right to receive cash in lieu of the issuance of any fractional shares. If any DMK Stock 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent A▇▇▇▇▇ may, in its reasonable discretion and as a condition precedent to the issuance thereofof any certificate (or evidence of shares in uncertificated or book-entry form) representing Merger Consideration, require the owner of such lost, stolen or destroyed DMK Stock Certificate to give Parent and/or the Exchange Agent provide a reasonable form of affidavit as indemnity against any claim that may be made against Parent the Exchange Agent, A▇▇▇▇▇ or the Exchange Agent Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyedsuch DMK Stock Certificate.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent ------------------- shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates ("Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)1.4, (1i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.4(c) and any dividends or other distributions pursuant to Section 1.5(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by such Certificates shall be entitled to receive in exchange therefor, and the Exchange Agent (or such other evidenceshall deliver to the holders, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.5(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.4(c) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.5(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the issuance thereof, require the owner provisions of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.this Article I.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, TEAM shall instruct the Parent shall cause Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated which immediately prior to the Effective Time represented outstanding shares of Common Vsource Capital Stock (the “Uncertificated Shares”), at the Effective Time, whose shares which were converted into the right to receive the consideration set forth in shares of TEAM Common Stock pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)1.6, (1i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent TEAM and Vsource may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent TEAM Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” and such other documents as may reasonably be required by the Exchange Agent (or Agent, the holders of such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent TEAM Common Stock or Parent Non-Voting Convertible (after aggregating all shares of Vsource Capital Stock that surrendered by such holder) into which such holder is entitled to receive pursuant to Section 1.6(bSections 1.6(a)-(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled holders have the right to receive pursuant to Section 1.6(fl.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of TEAM Common Stock into which such shares of Vsource Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section l.7(e) and any dividends or distributions payable pursuant to Section l.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of TEAM Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Vsource Capital Stock that any Certificate shall have been lostis not registered in the transfer records of Vsource, stolen or destroyed, upon a certificate representing the making proper number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to TEAM Common Stock may be issued to a transferee if the Certificate representing such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Vsource Capital Stock are converted on the Effective Date and deliver or cause is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent to the issuance thereof, require the owner of effect such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against transfer and by evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen or destroyedpaid.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, and in any event within 10 business days after the Parent Effective Time, Thermo Electron shall cause the Exchange Agent to be mailed mail to each holder of record of (A) a certificate or certificates representing which immediately prior to the Effective Time represented outstanding shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Fisher Common Stock (the “Uncertificated Shares”"Certificates"), which at the Effective Time, whose shares were converted Time ▇▇▇▇ ▇onverted into the right to receive the consideration set forth in Merger Consideration pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)2.1 hereof, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and which shall be in such form and have such other provisions as Parent may substance reasonably specify), satisfactory to Thermo Electron and Fisher) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares th▇ ▇▇▇▇ificates in exchange for certificates representing whole shares of Parent Thermo Electron Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b2.1(f) and any dividends or other distributions payable pursuant to Section 2.2(c)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” and such other documents as may reasonably be required by the Exchange Agent (or Agent, the holder of such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the that number of whole shares of Parent Thermo Electron Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or Parent Non-Voting Convertible Stock that check in lieu of fractional shares which such holder is entitled to receive pursuant to Section 1.6(b), (Y2.1(f) cash that such holder is entitled to receive and any dividends or distributions payable pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f2.2(c), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) canceled. In the event that any Certificate shall have been lostof a transfer of ownership of shares of Fisher Common Stock which is not registered in the transfer records of ▇▇▇▇▇r, stolen or destroyed, upon a certificate representing the making proper number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to Ther▇▇ ▇▇▇ctron Common Stock may be issued to such a Person (as defined in Section 8.3(l)) other than the Person in exchange 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 lost, stolen issuance shall pay any transfer or destroyed Certificate, a new certificate into which other Taxes (as defined in Section 3.1(j)(xi)) required by reason of the issuance of shares of such Person’s Company Thermo Electron Common Stock are converted on to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Thermo Electron that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Date Time to represent only the right to receive the Merger Consideration (and deliver or cause any amounts to be delivered to such Person cash in immediately available funds that such holder is entitled to receive paid pursuant to Section 1.6(b2.1(f) and, if any, or Section 1.6(f2.2(c)) upon such surrender. When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent No interest shall be paid or shall accrue on any amount payable pursuant to the issuance thereof, require the owner of such lost, stolen Section 2.1(f) or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedSection 2.2(c).

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, ) of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (and 1.6, cash in lieu of any fractional shares, less shares pursuant to Section 1.6(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(d), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(e) and any dividends or other distributions pursuant to Section 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)Stock, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) In as to the event that any Certificate payment of dividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6(e) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective TimeTime (and in any event within four business days thereafter), the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of Shares (Aother than Excluded Shares) certificates representing shares entitled to receive the Merger Consideration pursuant to Section 4.1(a)(A) a letter of Common Stock or Parent Non-Voting Convertible Stock (transmittal in customary form advising such holder of the “Certificates”) or (B) uncertificated shares effectiveness of Common Stock (the “Uncertificated Shares”), at Merger and the Effective Time, whose shares were converted conversion of its Shares into the right to receive the consideration set forth in Section 1.6(b) (Merger Consideration, and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of loss in lieu of the Uncertificated Shares Certificates as provided in Section 4.2(g)) to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of loss in lieu of the Uncertificated Shares Certificates as provided in Section 4.2(g)) in exchange for certificates representing the Merger Consideration to the Exchange Agent. Upon the surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor (i) that number of whole shares of Parent Common StockStock that such holder is entitled to receive pursuant to this ARTICLE IV in uncertificated form (or evidence of shares in book-entry form), Parent Nonand (ii) an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required Tax withholding provided in Section 4.2(h)) equal to (A) the cash amount that such holder is entitled to receive pursuant to Section 4.1(a) plus (B) any cash in lieu of fractional shares pursuant to Section 4.2(e) plus (C) any unpaid non-Voting Convertible Stock stock dividends and cash any other dividends or other distributions that such holder has the right to receive pursuant to Section 1.6(b) (4.2(c), and cash in lieu of fractional shares, less the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion payable upon due surrender of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender Certificates. In the event of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter transfer of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt ownership of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Shares that is not registered in the case transfer records of a book-entry transfer of Uncertificated Sharesthe Company, (X) a certificate representing the proper number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled in uncertificated form, together with a check for any cash to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu be paid upon due surrender of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate and any other dividends or Uncertificated Share so surrendered or transferred shall forthwith distributions in respect thereof, may be cancelled. (iii) In issued and/or paid to such a transferee if the event Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any Certificate shall applicable stock transfer taxes have been lost, stolen paid or destroyed, upon the making are not applicable. If any shares (or evidence of an affidavit shares in book-entry form) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause Parent Common Stock are to be issued to such Person a name other than that in which the Certificate surrendered in exchange for such losttherefor is registered, stolen or destroyed Certificate, it shall be a new certificate into which the shares condition of such Person’s Company exchange that the Person requesting such exchange shall pay any stock transfer or other Taxes required by reason of the issuance of shares (or evidence of shares in book-entry form) of Parent Common Stock are converted on in a name other than that of the Effective Date and deliver registered holder of the Certificate surrendered, or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent shall establish to the issuance thereof, require the owner satisfaction of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to that such Taxes have been lostpaid or are not applicable. For the purposes of this Agreement, stolen the term “Person” shall mean any individual, corporation (including not-for-profit), general or destroyedlimited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Exchange Procedures. Within ten (i10) As soon as reasonably practical days after the Effective TimeDate, the Parent Exchange Agent shall cause to be mailed mail to each holder of record of (A) a certificate or certificates representing which immediately prior to the Effective Time represented outstanding shares of Common Stock or Parent Non-Voting Convertible Company Capital Stock (the “"Certificates”") or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were are being converted into the right Merger Consideration pursuant to receive the consideration set forth in Section 1.6(b) 3.1 hereof (and cash in lieu of fractional shares, less any amount required shares held in escrow pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 3.8 hereof), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and which shall be in such form and have such other provisions as Parent may reasonably specify), including appropriate investment representations)(the "Letter of Transmittal") and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (less any shares held in escrow pursuant to Section 1.6(b3.8 hereof)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and a Stockholder Certificate in the form of Exhibit E, duly completed and validly executed executed, the holder of such Certificate shall be entitled to receive in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing exchange therefor the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive (less any shares held in escrow pursuant to Section 1.6(b), (Y3.8 hereof) cash that such to which the holder of Company Common Stock is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the 3.1 hereof. The Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. No interest will accrue or be paid to the event that holder of any outstanding Company Common Stock. From and after the Effective Date, until surrendered as contemplated by this Section 3.6, each Certificate shall have been lost, stolen or destroyed, upon be deemed for all corporate purposes to evidence the making number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate Parent Common Stock into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to represented by such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedconverted.

Exchange Procedures. (i) As soon as reasonably practical after Prior to the Effective TimeClosing Date, the Parent shall cause the Paying Agent to be mailed mail to each holder Stockholder and each Warrantholder a letter of record transmittal (the “Letter of Transmittal”) in the form attached hereto as Annex I. Following the consummation of the Merger and upon (Ax) certificates representing shares in the case of Common Company Stock Certificate(s) or Parent Non-Voting Convertible a Company Warrant(s), surrender of, as applicable, a Company Stock Certificate(s) or a Company Warrant(s) (collectively, the “Certificates”) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) for cancellation or (By) uncertificated shares in the case of Common Stock (Book Entry Shares, surrender of such Book Entry Shares in accordance with the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration procedures set forth in Section 1.6(b) (and cash the Letter of Transmittal, in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title each case to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed Letter of Transmittal, the holder of such Certificate(s) or Book Entry Share(s) shall be entitled to receive in accordance with exchange therefor, the instructions thereto, or (B) receipt amount of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that cash to which such holder is entitled pursuant to receive Section 1.6(b) or Section 1.6(d), as applicable, for (i) each share of Company Capital Stock formerly represented by such Certificate(s) or such Book Entry Share(s) or (ii) each Company Warrant represented by such Certificate(s), and, in each case, the Certificate(s) or Book Entry Share(s) so surrendered shall be cancelled. Parent shall cause the Paying Agent to pay, by wire transfer of immediately available funds, to the holder of each such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or Book Entry Share(s), (A) within two Business Days after the later to occur of (1) the Closing and (2) the Paying Agent’s receipt of such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or such Book Entry Share(s), the portion of the Aggregate Stockholder Closing Proceeds or Aggregate Warrant Closing Proceeds, as applicable, to which such holder is entitled pursuant to Section 1.6(b) or Section 1.6(d), as applicable, and (B) within two Business Days after the later to occur of (1) the determination of the Final Merger Consideration pursuant to Section 1.9 and (2) the Paying Agent’s receipt of such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or such Book Entry Share(s), the portion of the sum of (I) the Positive Adjustment (if any), (II) the Remaining Adjustment Escrow Fund (if any) and (III) the Remaining Seller Representative Escrow Fund (if any), in each case to which such holder is entitled pursuant to Section 1.6(b); provided, that Parent shall use commercially reasonable efforts to cause the Paying Agent to pay to each holder of Certificate(s) who delivers such Certificate(s) (Yor affidavits of loss in accordance with Section 1.8(b) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu thereof) or Book Entry Share(s) and a fully completed and signed Letter of fractional shares that Transmittal to the Paying Agent prior to the Closing Date, such holder is entitled to receive pursuant to Section 1.6(f), and holder’s portion of the Certificate Aggregate Stockholder Closing Proceeds or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive Aggregate Warrant Closing Proceeds pursuant to Section 1.6(b) andor Section 1.6(d), if anyas applicable, Section 1.6(f)on the Closing Date. When authorizing Until so surrendered, each outstanding Certificate or Book Entry Share will be deemed for all corporate purposes to evidence only the right to receive the amount of cash into which such issuance in exchange thereforshares of Company Capital Stock or Company Warrant, Parent and/or the Exchange Agent mayas applicable, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may shall be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedso exchanged.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the Parent shall use its reasonable best efforts to cause the Exchange Agent to be mailed mail to each record holder of record of (A) a certificate or certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock converted in the Merger (the “"Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1") a letter of transmittal (which shall be in customary form, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper actual delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) contain instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (Merger Consideration and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter of transmittal, duly completed and validly executed executed, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor either (i) the instructions theretoCash Consideration, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (Xii) a certificate representing the that number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, into which the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and represented by the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lostconverted at the Effective Time pursuant to this Article I, stolen or destroyedcash in lieu of any fractional share in accordance with Section 1.8 and certain dividends and other distributions in accordance with Section 1.7. Until surrendered as contemplated by this Section 1.6 hereof, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the making Merger Consideration, which the holder thereof has the right to receive in respect of an affidavit of that fact by the Person claiming such Certificate pursuant to be lostthe provisions of this Article 1, stolen certain dividends or destroyed, the Exchange Agent will issue or cause to be issued to such Person other distributions in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares accordance with Section 1.7 hereof and cash in lieu of such Person’s Company any fractional share of Parent Common Stock are converted in accordance with Section 1.8 hereof. No interest shall be paid or will accrue on the Effective Date and deliver or cause any cash payable to be delivered to such Person cash in immediately available funds that such holder is entitled to receive holders of Certificates pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner provisions of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedthis Article 1.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record of Shares (A) certificates representing shares other than holders of Common Stock or Parent Non-Voting Convertible Stock Excluded Shares) (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof) to the Exchange Agent, and shall such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for (A) certificates representing shares of Parent Common Stock or Parent Preferred Stock, Parent Non-Voting Convertible Stock as applicable, and (B) if applicable, any cash, unpaid dividends or other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock or Parent Preferred Stock, as applicable, that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any cash, including unpaid non-stock dividends and any other dividends or other distributions, that such holder has the right to receive pursuant to Section 1.6(b) (the provisions of this Article IV, and cash in lieu of fractional shares, less the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion payable upon due surrender of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender Certificates. In the event of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter transfer of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt ownership of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Shares that is not registered in the case transfer records of a book-entry transfer of Uncertificated Sharesthe Company, (X) a certificate representing the proper number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)Preferred Stock, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if as applicable, the together with a check for any cash payment in lieu to be paid upon due surrender of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate and any other dividends or Uncertificated Share so surrendered or transferred shall forthwith distributions in respect thereof, may be cancelled. (iii) In issued and/or paid to such a transferee if the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming formerly representing such Certificate Shares is presented to be lost, stolen or destroyed, the Exchange Agent will issue or cause Agent, accompanied by all documents required to be issued to evidence and effect such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date transfer and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.to

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record record, as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) of Company Common Stock (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Common Stock shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify), specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (2ii) instructions for use in effecting the surrender of the such Certificates or transfer of the Uncertificated Shares in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates representing for Parent Ordinary Shares representing, in the aggregate, the whole number of Parent Ordinary Shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Parent Company Common Stock, Parent Non-Voting Convertible Stock surrendered by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 1.6(b) (and the provisions of this Article II, consisting of cash in lieu of any fractional sharesParent Ordinary Shares pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, less one or more certificates for Parent Ordinary Shares evidencing, in the aggregate, the proper number of Parent Ordinary Shares, a check in the proper amount of cash in lieu of any amount required fractional Parent Ordinary Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be withheld from issued with respect to such cash under foreign, federal, state or local tax laws). (ii) Each holder of Company Common Stock to such a transferee if the Certificate representing such shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation is presented to the Exchange Agent or Agent, accompanied by all documents required to evidence and effect such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed transfer and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event evidence that any Certificate shall applicable stock transfer taxes 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedpaid.

Exchange Procedures. (ia) As soon No later than fifteen (15) Business Days prior to the Closing Date, the Parent shall enter into a customary exchange agreement with the transfer agent of the Parent (the “Transfer Agent”), the transfer agent of the Company, or another nationally recognized financial institution or trust company designated by the Parent and reasonably acceptable to the Company (the “Exchange Agent”) appointing such Exchange Agent to act as reasonably practical after the agent for the purpose of paying the Merger Consideration for the Certificates and the Book-Entry Shares. At or substantially concurrently with the Merger Effective Time, the Parent shall deposit or cause to be mailed to each holder of record of (A) deposited with the Exchange Agent certificates representing the shares of Parent Common Stock to be issued pursuant to Section 3.1(b) as Merger Consideration (or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued). (b) As soon as reasonably practicable, but no later than five (5) Business Days, after the “Uncertificated Shares”), at the Merger Effective Time, the Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Merger Effective Time (other than the holders of Dissenting Shares) whose shares were Company Common Stock was converted pursuant to Section 3.1(b) into the right to receive his, her, or its applicable portion of the consideration set forth in Section 1.6(b) (and cash in lieu of fractional sharesMerger Consideration, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent, and shall which letter of transmittal will be in such customary form and have such other provisions as Parent and the Merger Surviving Entity may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon receive the Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 3.1(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon: (Ai) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, a Certificate; or (Bii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a book-entry duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of Uncertificated Shares, (X) a certificate representing any Certificate or Book-Entry Share. Upon payment of the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive Merger Consideration pursuant to Section 1.6(b)the provisions of this Article III, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the each Certificate or Uncertificated Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred transferred, as the case may be, shall forthwith immediately be cancelledcanceled. (iiic) In If any portion of the event that any Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate shall have been lost, stolen be properly endorsed or destroyed, upon the making of an affidavit of that fact by shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred; and (ii) the Person claiming requesting such Certificate payment shall pay to be lost, stolen or destroyed, the Exchange Agent will issue any transfer or cause other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be issued deemed to such Person have been paid in exchange for such lost, stolen or destroyed Certificate, a new certificate into which full satisfaction of all rights pertaining to the shares of such Person’s Company Common Stock are converted formerly represented by such Certificate or Book-Entry Shares, and from and after the Merger Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Merger Surviving Entity. If, after the Merger Effective Date and deliver Time, Certificates or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent Book-Entry Shares are presented to the issuance thereofMerger Surviving Entity, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may they shall be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedcanceled and exchanged as provided in this Article III.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, ) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the consideration set forth in Merger Consideration, together with any cash payable pursuant to Section 1.6(b1.6(f) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(d), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as the Parent may reasonably specify, provided that risk of loss and title shall already have passed with respect to Certificates previously surrendered in connection with Section 1.6(b)(i), ) and (2ii) instructions for use in effecting the surrender exchange of the Certificates or transfer of for the Uncertificated Shares in exchange for certificates representing shares of Parent Common StockMerger Consideration, Parent Non-Voting Convertible Stock and together with any cash that such holder has the right to receive payable pursuant to Section 1.6(b1.6(f) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(d). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, or (Bthe holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration, together with any cash payable pursuant to Section 1.6(f) receipt and Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of an “agent’s message” by dividends, to evidence only the Exchange Agent (or such other evidence, if any, ownership of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole full shares of Parent Common Stock or Parent Non-Voting Convertible and the aggregate Per Share Cash Amount into which such shares of Company Common Stock that such holder is entitled shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(b1.7(d), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. 2.5.1. As of the Effective Time of the Merger, GBB shall have deposited with the Exchange Agent for the benefit of the holders of shares of BCS Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of BCS Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.4 of this Agreement (i) As soon as reasonably practical collectively, the "Exchange Fund"). 2.5.2. GBB shall direct the Exchange Agent to mail, promptly after the Effective TimeTime of the Merger, the Parent shall cause to be mailed to each holder of record of (A) a certificate or certificates representing which immediately prior to the Effective Time of the Merger represented outstanding shares of Common Stock or Parent Non-Voting Convertible BCS Stock (the “"Certificates”") or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in shares of GBB Stock pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)2.2 hereof, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent GBB and BCS may reasonably specify), and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common GBB Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentGBB, together with such letter of transmittal, duly completed and validly executed executed, the holder of such Certificate shall be entitled to receive in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the that number of whole shares of Parent Common GBB Stock or Parent Non-Voting Convertible Stock that and cash in lieu of fractional shares which such holder is entitled has the right to receive pursuant to Sections 2.2 and 2.4 hereof, and the Certificate so surrendered shall forthwith be canceled. In the event a certificate is surrendered representing BCS Stock, the transfer of ownership of which is not registered in the transfer records of BCS, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such BCS Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6(b)2.5, (Y) each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the certificate representing shares of GBB Stock and cash that in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of BCS should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder is may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive pursuant the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. 2.5.3. No dividends or other distributions declared or made with respect to Section 1.6(b), GBB Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and (Z) if applicable, the no cash payment in lieu of fractional shares that shall be paid to any such holder pursuant to Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled to receive pursuant to Section 1.6(f)2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the Certificate appropriate payment date, the amount of dividends or Uncertificated Share so surrendered or transferred shall forthwith be cancelledother distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. 2.5.4. All shares of GBB Stock issued upon the surrender for exchange of BCS Stock in accordance with the terms hereof (iiiincluding any cash paid pursuant to Section 2.4) In the event that any Certificate shall be deemed to have been lost, stolen or destroyed, upon the making issued in full satisfaction of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued all rights pertaining to such Person in exchange for such lostshares of BCS Stock, stolen or destroyed Certificate, a new certificate into which and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of such Person’s Company Common BCS Stock are converted on which were outstanding immediately prior to the Effective Date Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and deliver or cause exchanged as provided in this Agreement. 2.5.5. Any portion of the Exchange Fund which remains undistributed to the shareholders of BCS following the passage of six months after the Effective Time of the Merger shall be delivered to such Person GBB, upon demand, and any shareholders of BCS who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in immediately available funds that lieu of fractional shares of GBB Stock and any dividends or distributions with respect to GBB Stock. 2.5.6. Neither GBB nor BCS shall be liable to any holder of shares of BCS Stock for such holder is shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. 2.5.7. The Exchange Agent shall not be entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner vote or exercise any rights of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent ownership with respect to the Certificate alleged shares of GBB Stock held by it from time to have been losttime hereunder, stolen except that it shall receive and hold all dividends or destroyedother distributions paid or distributed with respect to such shares of GBB Stock for the account of the Persons entitled thereto.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective TimeTime and in any event within five business days of the Closing Date, Parent and the Parent Surviving Company shall cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates representing shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted pursuant to Section 2.1(a)(ii) into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) Merger Consideration a letter of transmittal and other customary transmittal materials (collectively, the "Letter of Transmittal") which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent the parties may reasonably specify)agree upon prior to the Effective Time, and (2B) provide instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Book-Entry Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, Parent Non-Voting Convertible Stock the Fractional Share Cash Amount and cash that any dividends or other distributions to which such holder has the right to receive pursuant to of Certificates or Book-Entry Shares becomes entitled in accordance with Section 1.6(b) (and cash in lieu of fractional shares2.2(e). Parent shall mail, less any amount required or cause to be withheld from such cash under foreignmailed, federal, state or local tax laws). (ii) Each holder the Letter of Transmittal to all persons who are holders of shares of Company Common Stock that have been converted into the right to receive a pro rata portion as of the record date for the special meeting of the Company’s shareholders to approve the Merger Consideration (pursuant the “Company Record Date”). Parent shall use commercially reasonable efforts to Section 1.6(b)) shall be entitled to receivemake, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued made, the Letter of Transmittal available to such Person in exchange for such lost, stolen all persons who become holders of record (or destroyed Certificate, a new certificate into which the beneficial owners) of shares of such Person’s Company Common Stock are converted during the period between the Company Record Date and the close of business on the date that is six (6) business days immediately preceding the Effective Date and deliver Time (or cause to be delivered to on such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(fother date as the Parties mutually agree). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), the Parent Exchange Agent shall cause to be mailed mail to each holder of record of Shares (A) certificates representing shares other than holders of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Excluded Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of loss in lieu of the Uncertificated Shares Certificates as provided in Section 2.2(g)) to the Exchange Agent, and shall such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (2ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in Section 2.2(g)) to the Exchange Agent. Upon surrender of a Certificate (or transfer affidavit of loss in lieu of the Uncertificated Shares Certificate as provided in Section 2.2(g)) to the Exchange Agent in accordance with the terms of such letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange for certificates representing shares therefor one or more Parent Shares which shall represent, in the aggregate, the whole number of Parent Common Stock, Parent Non-Voting Convertible Stock and cash Shares that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares2.1(b), less any amount required to be withheld from such cash under foreign, federal, state or local tax lawsTax withholdings as provided in Section 2.2(h). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a . The Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) . No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that any Certificate shall have been lostis not registered in the transfer records of the Company, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate Parent Shares to be lost, stolen or destroyed, exchanged upon due surrender of the Exchange Agent will issue or cause to Certificate may be issued to such Person in exchange for transferee if the Certificate formerly representing such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause Shares is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent effect such transfer and to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer Taxes have been lost, stolen paid or destroyedare not applicable.

Exchange Procedures. Promptly after the Effective Time, but in no event later than five (i5) As soon as reasonably practical days after the Effective Time, the Parent Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing that immediately prior to the Effective Time represented outstanding shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective TimeTarget Capital Stock, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) shares of Acquiror Capital Stock (and cash in lieu of fractional shares, less any amount required ) pursuant to be withheld from such cash under foreign, federal, state or local tax laws)Section 2.6, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates or transfer of the Uncertificated Shares to by the Exchange Agent, and shall be in such customary form and have such other provisions as Parent Acquiror may reasonably specify), ; (ii) such other customary documents as may be required pursuant to such instructions; and (2iii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Acquiror Capital Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, or the holder of such Certificate shall be entitled to receive in exchange therefore (Bi) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock Acquiror Capital Stock; (ii) any dividends or Parent Non-Voting Convertible Stock that other distributions to which such holder is entitled to receive pursuant to Section 1.6(b2.7(d), ; and (Yiii) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Zwithout interest) if applicable, the cash payment in lieu respect of fractional shares that such holder is entitled to receive pursuant to as provided in Section 1.6(f2.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, each outstanding Certificate that prior to the event that any Certificate Effective Time represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Capital Stock into which such shares of Target Capital Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent fractional shares in accordance with respect to the Certificate alleged to have been lost, stolen or destroyedSection 2.6.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent shall cause instruct the Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (A"CERTIFICATES") certificates representing that immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right shares of Parent Common Stock pursuant to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)1.6, (1i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or 12 distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that any Certificate shall have been lostis not registered in the transfer records of Company, stolen or destroyed, upon a certificate representing the making proper number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to Parent Common Stock may be issued to a transferee if the Certificate representing such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent to the issuance thereof, require the owner of effect such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against transfer and by evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen or destroyedpaid.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent ------------------- Parametric shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, ) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Computervision Common Stock whose shares were converted into the right to receive the consideration set forth in shares of Parametric Common Stock pursuant to Section 1.6(b) (and 1.6, cash in lieu of any fractional shares, less shares pursuant to Section 1.6(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state Section 1.6(e) or local tax laws1.7(d), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent Parametric may reasonably specify), ) and (2ii) instructions for use in effecting the surrender exchange of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Parametric Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(f) and any dividends or other distributions pursuant to Section 1.6(e) or 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentParametric, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number of whole shares of Parent Parametric Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)Stock, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(e) or 1.7(d), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, each outstanding Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.6(e) In or 1.7(d) as to the event that any Certificate payment of dividends, to evidence only the ownership of the number of full shares of Parametric Common Stock into which such shares of Computervision Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(b1.6(e) and, if any, Section 1.6(for 1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Common Shares whose shares were converted into the right exchanged for shares of Parent Common Stock pursuant to receive the consideration set forth in Section 1.6(b) (and 1.4, cash in lieu of any fractional shares, less shares pursuant to Section 1.4(e) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.4(d), subject to receipt of (1i) a duly completed and validly executed letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.4(e) and any dividends or other distributions pursuant to Section 1.4(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)into which their Company Common Shares were exchanged at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.4(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.4(d) In as to dividends and other distributions, to evidence only the event that any Certificate shall have been lost, stolen or destroyed, upon ownership of the making number of an affidavit full shares of that fact by the Person claiming Parent Common Stock into which such Certificate Company Common Shares are entitled to be lost, stolen or destroyed, exchanged and the Exchange Agent will issue or cause right to be issued to such Person receive an amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.4(e) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.4(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (ia) As soon as reasonably practical Promptly after the Effective Time, and in any event not later than the Parent third Business Day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record of a Certificate (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify), specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (2ii) instructions for use in effecting the surrender of the such Certificates (or transfer effective affidavits of the Uncertificated Shares loss in lieu thereof) in exchange for certificates representing the Merger Consideration, any cash in lieu of fractional shares of Parent Common StockStock to be issued or paid in consideration therefor pursuant to Section 2.5 and any dividends or distributions to which such holder is entitled pursuant to Section 2.3. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent NonCommon Stock (which shall be in uncertificated book-Voting Convertible Stock and cash entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.6(b) 1.8 (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of after taking into account all shares of Company Common Stock then held by such holder) and (B) cash in the amount equal to cash that have been converted into such holder has the right to receive a pro rata portion in lieu of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole any fractional shares of Parent Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 (in each case, after taking into account all shares of Company Common Stock then held by such holder). Notwithstanding anything contained in this Agreement to the contrary, no holders of Book-Entry Shares shall be required to deliver a Certificate or Parent Non-Voting Convertible Stock an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(b), this Agreement. (Yb) No interest will be paid or will accrue on any cash that such holder is entitled to receive payable pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to 2.3 or Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled2.5. (iiic) In the event that any of a transfer of ownership of a 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s representing Company Common Stock are converted on that is not registered in the Effective Date and deliver stock transfer records of the Company, the Merger Consideration shall be issued or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance paid in exchange therefor, Parent and/or therefor to a Person other than the Exchange Agent may, Person in its reasonable discretion whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock is properly endorsed or otherwise in proper form for transfer and as the Person requesting such payment or issuance pays any transfer or other similar Taxes required by reason of the payment or issuance to a condition precedent Person other than the registered holder of the Certificate or establish to the issuance thereof, require satisfaction of Parent that the owner of such lost, stolen Tax has been paid or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedis not applicable.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, and in no event later than five business days thereafter (unless otherwise agreed to by each of the Parent parties in writing), the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record of a Certificate (A) certificates representing shares of Common Stock other than the Company, the Parent, Merger Sub or any Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(bSubsidiary) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu of Certificates) to the Exchange Agent, and shall be in such a form and have such with other customary provisions as reasonably specified by the Parent may reasonably specify)and the Company, and (2ii) instructions for use in effecting the surrender of surrendering the Certificates or transfer of to the Uncertificated Shares Exchange Agent in exchange for certificates (A) an ADR representing shares the number of whole Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive ADSs pursuant to Section 1.6(b2.2(f), (B) (and cash in lieu of any fractional sharesParent ADSs, less and (C) any amount required to be withheld from such cash under foreign, federal, state or local tax laws). unpaid dividends and other distributions (iiif any) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b2.2(c)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed executed, the holder of that Certificate shall be entitled to receive in accordance with the instructions thereto, or exchange (B1) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate ADR representing the that number of whole Parent ADSs that the holder is entitled to receive under this Article II, (2) a check in the amount (after giving effect to any required tax withholding) of (x) any cash in lieu of fractional Parent ADSs plus (y) any unpaid dividends (other than stock dividends) and any other dividends or other distributions that such holder has the right to receive under the provisions of this Article II (if any), and the Certificate so surrendered shall immediately be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, an ADR representing the proper number of Parent ADSs, together with a check for any cash to be paid upon the surrender of the Certificate and any other dividends or distributions (if any) in respect of those shares, may be issued or paid to such a transferee if the Certificate formerly representing such Shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any ADRs for shares of Parent ADSs is to be issued in a name other than that in which the surrendered Certificate 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 reason of the issuance of certificates for shares of Parent Common Stock or Parent Non-Voting Convertible Stock in a name other than that such of the registered holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, of the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent shall establish to the issuance thereof, require satisfaction of the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have that such tax has been lost, stolen paid or destroyedis not applicable.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable, but in no event more than three Business Days after the Effective Time, Parent will cause the Parent shall cause Exchange Agent to be mailed send to each record holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)a Certificate, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may substance reasonably specify), satisfactory to the Company and Parent) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) applicable Merger Consideration. Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receiveCertificate, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” such other documents as may reasonably be required by the Exchange Agent (or such other evidenceAgent, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is shall be entitled to receive pursuant to Section 1.6(b), in exchange therefor the applicable Merger Consideration (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the including in respect of any cash payment in lieu of fractional shares that of Parent Common Stock pursuant to Section 2.5, if any, or dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any), into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the applicable Merger Consideration, a check in the proper amount of any cash payment, dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.6(f)2.3 or Section 2.5, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to may be issued with respect to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that a transferee only if the Certificate representing such holder shares of Company Common Stock is entitled presented to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent effect such transfer and to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen or destroyedpaid.

Exchange Procedures. (i) As soon as reasonably practical after the Effective Time, the Parent The Exchange Agent shall cause to be mailed mail to each ------------------- holder of record of (A) certificates representing shares of Common Stock an OSI Certificate or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) shares of LRC Common Stock (and cash in lieu of fractional shares, less ) pursuant to Section 1.6 promptly after the Effective Time (and in any amount required event no later than three business days after the later to be withheld occur of the Effective Time and receipt by LRC of a complete list from such cash under foreign, federal, state or local tax laws), OSI of the names and addresses of its holders of record): (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the OSI Certificates shall pass, only upon proper delivery receipt of the OSI Certificates or transfer of the Uncertificated Shares to by the Exchange Agent, and shall be in such form and have such other provisions as Parent LRC may reasonably specify), ; and (2ii) instructions for use in effecting the surrender of the OSI Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) LRC Certificates (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a an OSI Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentLRC, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, or (B) receipt of an “agent’s message” and such other documents as may be reasonably required by the Exchange Agent (or Agent, the holder of such other evidence, if any, of transfer as the Exchange Agent may reasonably request) OSI Certificate shall be entitled to receive in the case of exchange therefor a book-entry transfer of Uncertificated Shares, (X) a certificate LRC Certificate representing the number of whole shares of Parent LRC Common Stock or Parent Non-Voting Convertible Stock that and payment of cash in lieu of fractional shares which such holder is entitled has the right to receive pursuant to Section 1.6(b)1.6, (Y) cash that and the OSI Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding OSI Certificate that, prior to the Effective Time, represented shares of OSI Common Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of LRC Common Stock into which such holder is entitled shares of OSI Common Stock shall have been so converted and the right to receive pursuant to Section 1.6(b), and (Z) if applicable, the an amount in cash payment in lieu of the issuance of any fractional shares that such holder is entitled in accordance with Section 1.6. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to receive holders of OSI Certificates pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledprovisions of this Article 1. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, but in no event more than 10 days after the Effective Time, the Parent Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing that immediately before the Effective Time represented ------------ outstanding shares of Common Genovo Capital Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares that were converted into the right to receive the consideration set forth in Section 1.6(b) shares of Targeted Common Stock (and any cash in lieu of fractional shares, less any amount required shares of Targeted Common Stock) pursuant to be withheld from such cash under foreign, federal, state or local tax laws), Section 1.6(a) of this Agreement: (1A) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates or transfer of the Uncertificated Shares to by the Exchange Agent, and which shall be in such form and have such other provisions as Parent Targeted may reasonably specify), and and (2B) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Targeted Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less shares of Targeted Common Stock and any amount required dividends or distributions payable pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(f) of this Agreement). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by ParentTargeted), together with such the letter of transmittal, duly completed and validly executed executed, the holder of such Certificate shall be entitled to receive in accordance with the instructions thereto, or exchange for such Certificate (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (XA) a certificate representing the number of whole shares of Parent Targeted Common Stock or Parent Non-Voting Convertible Stock that such the holder is entitled to receive in the Merger, as set forth in the Distribution Schedule, less the number of shares of Targeted Common Stock to be issued to such holder and deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.6(b)Article Eight of this Agreement, (YB) cash payment in lieu of any fractional share of Targeted Common Stock that such holder is entitled has the right to receive pursuant to Section 1.6(b), 1.6(g) of this Agreement and (ZC) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive any dividends or distributions payable pursuant to Section 1.6(f)1.7(f) of this Agreement, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. . Until so surrendered, from and after the Effective Time each outstanding Certificate will be deemed, for all corporate purposes (iii) In subject to Section 1.7(f)), to evidence the event that any Certificate ownership of the number of whole shares of Targeted Common Stock into which such shares of Genovo Capital Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner lieu of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form any fractional share of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedTargeted Common Stock.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (Athe Effective Time) certificates representing of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), Agent and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b1.6(a) (and cash in lieu of fractional sharesSection 1.6(f), less and any amount required to be withheld from such cash under foreign, federal, state dividends or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (other distributions pursuant to Section 1.6(b1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidenceCertificates shall be entitled to receive, if anyin exchange therefor, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive were converted pursuant to Section 1.6(b1.6(a), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment a share of Parent Common Stock in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed, from and after the event that any Certificate Effective Time, to evidence only the ownership of the number of whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been lostso converted (including any voting, stolen notice or destroyed, upon other rights associated with the making ownership of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Parent Common Stock are converted on under the Effective Date Articles of Incorporation or Bylaws of Parent or under Florida Law) and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled the right to receive one share of Parent Common Stock in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing that immediately prior to the ------------ Effective Time represented outstanding shares of Target Common Stock or Parent Non-Voting Convertible Stock (Stock, the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares which were converted into the right to receive the consideration set forth in Section 1.6(b) shares of Acquiror Common Stock (and cash in lieu of fractional shares, less any amount required ) pursuant to be withheld from such cash under foreign, federal, state or local tax laws)Section 1.6, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates or transfer of the Uncertificated Shares to by the Exchange Agent, and shall be in such customary form and have such other customary provisions as Parent Acquiror may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Acquiror Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number of whole shares of Parent Acquiror Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled has the right to receive pursuant to Section 1.6(f)1.6, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In . Until so surrendered, each Certificate will be deemed from and after the event that any Certificate Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent fractional shares in accordance with respect to the Certificate alleged to have been lost, stolen or destroyedSection 1.6.

Exchange Procedures. Promptly after the Effective Time (i) As soon as reasonably practical but in no event later than five days after the Effective Time), the Parent AWS shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Common TeleCorp Capital Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in shares of AWS Capital Stock pursuant to Section 1.6(b) (and cash in lieu of fractional shares1.6, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent TeleCorp may reasonably specify), ) and (2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common AWS Capital Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number and type of whole shares of Parent Common AWS Capital Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b)or, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b)as the case may be, and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f)1.10, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, each outstanding Certificate that, prior to the event that Effective Time, represented shares of TeleCorp Capital Stock shall be deemed from and after the Effective Time, for all legal purposes, to evidence only the right to receive the number of shares of AWS Capital Stock into which the holder of such shares of TeleCorp Capital Stock is entitled and, as the case may be, the right to receive an amount in cash in lieu of the issuance of any Certificate shall have been lost, stolen or destroyed, upon fractional shares in accordance with Section 1.10. Any portion of the making shares of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, AWS Capital Stock and cash deposited with the Exchange Agent will issue or cause pursuant to be issued Section 1.11(b) which remains undistributed to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the holders of Certificates representing shares of such Person’s Company Common TeleCorp Capital Stock are converted on for six months after the Effective Date and deliver or cause to Time shall be delivered to such Person AWS, upon demand, and any holders of shares of TeleCorp Capital Stock who have not theretofore complied with the provisions of this Article I shall thereafter look only to AWS and only as general creditors thereof for payment of their claim for AWS Capital Stock, any cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion lieu of fractional shares and as a condition precedent to the issuance thereof, require the owner of such lost, stolen any dividends or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent distributions with respect to the Certificate alleged AWS Capital Stock to have been lost, stolen or destroyedwhich such holders may then be entitled.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereof), the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of Shares (A) certificates representing shares other than holders of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Excluded Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent, and shall such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (2ii) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof as provided in Section 4.2(g)) in exchange for certificates the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that (rounded down to the nearest whole share) which such holder has the right to receive pursuant to Section 1.6(b) the provisions of this Article IV (and after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that to which such holder is entitled to receive pursuant to Section 1.6(b4.2(e), (Y) cash that and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.6(b4.2(c), and (Z) if applicable, the . No interest will be paid or will accrue on any cash payment in lieu of fractional shares that such holder is entitled to receive payable pursuant to Section 1.6(f4.2(c) or 4.2(e), and the Certificate or Uncertificated Share so surrendered or transferred . The Exchange Agent shall forthwith be cancelled. (iii) cancel the Certificates so surrendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and a check for any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate factional shares to be lost, stolen or destroyed, exchanged upon due surrender of the Exchange Agent will issue or cause to Certificate may be issued to such Person in exchange for transferee if the Certificate formerly representing such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause Shares is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent effect such transfer and to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen paid or destroyedare not applicable.

Exchange Procedures. (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of Premier Common Stock (“Old Certificates”), for exchange in accordance with this Article IV, (i) certificates representing shares of United Common Stock (“New Certificates”) and (ii) an amount of cash necessary to pay the cash portion of the Merger Consideration and any payments required by Section 2.02(b) (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as reasonably practical practicable after the Effective Time, and in no event later than five business days thereafter, the Parent Exchange Agent shall cause to be mailed mail to each holder of record of (A) certificates representing shares of Common Stock one or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from more Old Certificates who has not previously submitted such cash under foreign, federal, state or local tax laws), (1) Old Certificates with a properly completed Election Form a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates or transfer of the Uncertificated Shares to the Exchange Agent, ) and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Old Certificates or transfer of the Uncertificated Shares in exchange for certificates representing New Certificates, if any, that the holders of the Old Certificates are entitled to receive pursuant to Article IV, and the cash, if any, that the holders of the Old Certificates are entitled to receive pursuant to Article IV, any cash in lieu of fractional shares into which the shares of Parent Premier Common StockStock represented by the Old Certificates shall have been converted pursuant to this Agreement and any payment required pursuant to Section 2.02(b) of this Agreement. Upon proper surrender of an Old Certificate for exchange and cancellation to the Exchange Agent, Parent Non-Voting Convertible together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificates shall be entitled to receive in exchange therefore (i) a New Certificate representing that number of whole shares of United Common Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidenceArticle IV, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (Xii) a certificate check representing the number amount of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) the cash that such holder is entitled to receive pursuant to Section 1.6(b)Article IV, and if any, (Ziii) if applicable, a check representing the amount of any cash payment in lieu of fractional shares that which such holder is entitled has the right to receive in respect of the Old Certificates surrendered pursuant to the provisions of this Article IV, and (iv) any payment required by Section 1.6(f2.02(b), and the Certificate or Uncertificated Share Old Certificates so surrendered or transferred shall forthwith be cancelled. (iiic) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, Neither the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) andAgent, if any, Section 1.6(f). When authorizing such issuance in exchange therefornor any party hereto shall be liable to any former holder of Premier Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen escheat or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent similar laws. (d) No dividends or the Exchange Agent other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate alleged representing shares of Premier Common Stock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefore in accordance with the procedures set forth in this Section 4.05. After becoming so entitled in accordance with this Section 4.05, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Premier for twelve months after the Effective Time shall be paid to United. Any stockholders of Premier who have been lostnot theretofore complied with this Article IV shall thereafter look only to United for payment of the Merger Consideration, stolen or destroyedcash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of Premier Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective Time, and in any event not later than the fifth Business Day after the Effective Time, Parent shall will cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”)Person who was, at the Effective Time, whose shares were converted into the right a holder of record of Shares entitled to receive the consideration set forth in Merger Consideration pursuant to Section 1.6(b) 1.5(a): (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1A) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange AgentAgent or, and shall be in such form and have such other provisions as Parent may reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (2B) instructions for use in effecting the surrender of such holder’s Certificates and Book-Entry Shares pursuant to such letter of transmittal. Exchange of any Book-Entry Shares will be effected in accordance with the Certificates Exchange Agent’s customary procedures with respect to securities represented by book entry. (ii) Upon surrender of a Certificate or transfer Book-Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Uncertificated Exchange Agent or Parent, (A) the holder of such Shares will be entitled to receive in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and therefor (1) cash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 1.6(b1.5(a) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Sharesthis ARTICLE II, (X2) a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Non-Voting Convertible Common Stock represented by a book entry) representing the Stock Consideration that such holder has the right to receive pursuant to Section 1.5(a) and this ARTICLE II after applying the Exchange Ratio, (3) cash in lieu of any fractional shares of Parent Common Stock such holder is entitled to receive pursuant to Section 1.6(b), 2.1(e) and (Y4) cash that any dividends or other distributions such holder is entitled to receive pursuant to Section 1.6(b2.1(c), ; and (ZB) if applicablethe Certificates or Book-Entry Shares so surrendered will forthwith be cancelled. Until surrendered as contemplated by Section 1.5(a) and this Section 2.1, each Certificate or Book-Entry Share will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender, in each case, without interest, the Merger Consideration, cash payment in lieu of any fractional shares that of Parent Common Stock the holder of such Certificate or Book-Entry Share is entitled to receive pursuant to Section 2.1(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 1.6(f2.1(c), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Surviving Corporation shall cause to be mailed delivered to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Target Common Stock (the “Uncertificated Shares”including converted Target Preferred Stock), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) shares of Acquiror Common Stock (and cash in lieu of fractional shares, less any amount required ) pursuant to be withheld from such cash under foreign, federal, state or local tax laws)Section 1.6, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates or transfer of the Uncertificated Shares to by the Exchange Agent, and shall be in such form and have such other provisions as Parent Target may reasonably specify), and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Acquiror Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount ) and (iii) such other customary documents as may be required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) such instructions. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentTarget, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, or the holder of such Certificate shall be entitled to receive in exchange therefor (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (XA) a certificate representing the number of whole shares of Parent Acquiror Common Stock Stock, (B) any dividends or Parent Non-Voting Convertible Stock that other distributions to which such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b1.7(d), and (ZC) if applicablecash (without interest) in respect of fractional shares as provided in Section 1.6(e) and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Capital Stock shall have been so converted and the right to receive an amount in cash payment in lieu of the issuance of any fractional shares that such holder is entitled to receive pursuant to in accordance with Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled1.6. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the and in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right shares of Parent Common Stock pursuant to receive the consideration set forth in Section 1.6(b) (and 1.6, cash in lieu of any fractional shares, less shares pursuant to Section 1.6(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(d), (1i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) In as to the event that any Certificate payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”)person who was, at the Effective Time, whose shares were converted into the right a holder of record of Shares entitled to receive the consideration set forth in Merger Consideration pursuant to Section 1.6(b) 2.1(a): (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu such letter of fractional shares, less any amount required transmittal. Upon surrender to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or and such other evidencedocuments as may be required pursuant to such instructions, if any, the holder of transfer as the Exchange Agent may reasonably request) such Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, exchange therefore: (XA) a certificate representing the that number of whole shares of Parent Common Stock or which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, and (B) a check for the cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate and for cash in lieu of any fractional shares of Parent Non-Voting Convertible Common Stock that to which such holder is entitled to receive pursuant to Section 1.6(b), (Y2.7(e) cash that and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f2.7(c), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii. No interest will be paid or will accrue on any cash payable pursuant to Section 2.1(a), 2.7(c) or 2.7(e). In the event of a transfer of ownership of Shares that any Certificate shall have been lostis not registered in the transfer records of the Company, stolen or destroyed, upon a certificate representing the making proper number of an affidavit shares of that fact Parent Common Stock which such holder has the right to receive in respect of such holder's Shares formerly represented by the Person claiming such Certificate and a check for cash which such holder has the right to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to receive in respect of such Person in exchange for holder's Shares formerly represented by such lost, stolen or destroyed Certificate, a new certificate into which the for cash in lieu of any fractional shares of such Person’s Company Parent Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that which such holder is entitled to receive pursuant to Section 1.6(b2.7(e) and, and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c) may be issued to a transferee if any, Section 1.6(f). When authorizing the Certificate representing such issuance in exchange therefor, Parent and/or Shares is presented to the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent to the issuance thereof, require the owner of effect such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against transfer and by evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lostpaid. Until surrendered as contemplated by this Section 2.7, stolen each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, the cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7(e) and any dividends or destroyedother distributions to which such holder is entitled pursuant to Section 2.7(c).

Exchange Procedures. (i) As soon as reasonably practical Promptly after the First Effective TimeTime (and in any event within four business days thereafter or at such other time as may be agreed by the Company, Parent and the Exchange Agent), Parent shall cause the Exchange Agent to be mailed mail to each holder of record of Certificates (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated other than Excluded Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify that delivery shall be effectedtogether with any other materials delivered therewith, the “Letter of Transmittal”) in customary form advising such holder of the effectiveness of the Initial Merger and the conversion of its Shares into the Merger Consideration, and specifying that risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or transfer affidavits of loss in lieu of the Uncertificated Shares to the Exchange Agent, Certificates as provided in Section 2.03(g)) and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of loss in lieu of the Uncertificated Shares Certificates as provided in exchange for certificates representing Section 2.03(g)). Prior to causing the Exchange Agent to mail the Letter of Transmittal, Parent shall give the Company a reasonable opportunity to review and comment on such Letter of Transmittal and shall consider in good faith all reasonable additions, deletions or changes suggested by the Company. Upon the surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) to the Exchange Agent in accordance with the terms of such Letter of Transmittal, the holder of such Certificate shall be (i) credited in the stock ledger and other appropriate books and records of Parent that number of shares of Parent Common StockStock for which its Shares were exchanged pursuant to this Article II in uncertificated form (or evidence of shares in book-entry form), Parent Nonand (ii) sent an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required Tax withholding provided in Section 2.03(h)) equal to (A) any cash in lieu of fractional shares pursuant to Section 2.03(e) plus (B) any unpaid non-Voting Convertible Stock stock dividends and cash any other dividends or other distributions that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f2.03(c), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) . No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the proper number of shares of Parent Stock in uncertificated form, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be credited and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any Certificate shall applicable stock transfer Taxes have been lostpaid or are not applicable. If any shares (or evidence of shares in book-entry form) of Parent Stock are to be credited to a name other than that in which the applicable Certificate is registered, stolen or destroyed, upon the making it shall be a condition of an affidavit of such credit that fact by the Person claiming requesting such credit shall pay any stock transfer or other Taxes required by reason of the crediting of shares (or evidence of shares in book-entry form) of Parent Stock in a name other than that of the registered holder of the Certificate to be lostsurrendered, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent shall establish to the issuance thereof, require the owner satisfaction of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to that such Taxes have been lost, stolen paid or destroyedare not applicable.”

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Avanex ------------------- shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, ) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into the right shares of Avanex Common Stock pursuant to receive the consideration set forth in Section 1.6(b) (and 1.5, cash in lieu of any fractional shares, less shares pursuant to Section 1.5(g) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.6(d), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent Avanex may reasonably specify), and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing whole shares of Parent Avanex Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) shall such other documents as may reasonably be entitled to receive, upon (A) required by the Exchange Agent. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAvanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” thereto and such other documents as may reasonably be required by the Exchange Agent (or such other evidenceAgent, if any, of transfer as the Exchange Agent may reasonably request) in the case each holder of a book-entry transfer of Uncertificated Shares, (X) a certificate Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Avanex Common Stock or Parent Non-Voting Convertible Stock that (after taking into account all Certificates surrendered by such holder) to which such holder is entitled to receive pursuant to Section 1.6(b1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate shall have been lostEffective Time, stolen or destroyedfor all corporate purposes, upon to evidence the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyedownership of, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the number of whole shares of such Person’s Company Avanex Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive issuable pursuant to Section 1.6(b) and1.5(a), if any, Section 1.6(f). When authorizing such issuance and the right to receive an amount of cash in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen any fractional shares in accordance with Section 1.5(g) and any dividends or destroyed Certificate distributions payable pursuant to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedSection 1.6(d).

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective TimeTime of the Company Merger, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of (Athe Effective Time of the Company Merger) of a certificate or certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated which immediately prior to the Effective Time of the Company Merger represented outstanding shares of the Company Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (and 1.9(a), cash in lieu of any fractional shares, less shares pursuant to Section 1.9(f) and any amount required dividends or other distributions pursuant to be withheld from such cash under foreign, federal, state or local tax laws), Section 1.11(d): (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing whole shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.9(f) and any dividends or other distributions pursuant to Section 1.11(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” thereto and such other documents as may reasonably be required by the Exchange Agent (or Agent, the holder of such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing exchange therefor the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that (after taking into account all Certificates surrendered by such holder) to which such holder is entitled to receive pursuant to Section 1.6(b1.9(a), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f1.9(f) and any dividends or distributions payable pursuant to Section 1.11(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate Effective Time of the Company Merger, for all corporate purposes, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.9(f) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.11(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (ia) As soon promptly as reasonably practical practicable after the Effective Time, the Parent shall cause to be mailed Exchange Agent will send to each record holder of record a Certificate or holder of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Uncertificated Company Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated other than Excluded Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares Company Stock in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent Non-Voting Convertible Stock and cash that such each holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(bother than Excluded Shares)) shall be entitled to receive, upon (A) upon surrender of a Certificate for cancellation (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.7) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed such other documents as may reasonably be required by the Exchange Agent, (B) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock not held through Depository Trust Company (“DTC”), in accordance with the terms of the letter of transmittal and accompanying instructions thereto(including such other documents as may reasonably be required by the Exchange Agent), or (BC) receipt upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, each holder of shares of Company Common Stock (or other than Excluded Shares) shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, the amount of cash (including amounts to be paid pursuant to Section 1.7(a)(i)), into which the aggregate number of shares of Company Common Stock previously represented by such other evidence, if any, of transfer Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may reasonably requestimpose to effect an orderly exchange thereof in accordance with normal exchange practices. (b) No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a)(i). Any Certificate that has been surrendered shall be cancelled by the Exchange Agent. (c) In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a check in the proper amount of cash pursuant to Section 1.7(a)(i), may be issued with respect to such Company Common Stock to such a transferee only if (i) in the case of a book-entry Uncertificated Company Stock, written instructions authorizing the transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Company Stock or Parent Non-Voting Convertible Stock that such holder is entitled are presented to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to and (ii) in the case of Certificates, the Certificate representing such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, and in its reasonable discretion each case, together with all documents required to evidence and as a condition precedent effect such transfer and to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer Taxes have been lost, stolen or destroyedpaid.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the Parent SB Merger shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding RxBazaar Shares whose shares were converted into the right to receive the consideration set forth in SB Merger Shares pursuant to this Agreement, and any dividends or other distributions pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws1(j)(4), (1i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent SB Merger may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock SB Merger Shares and cash that such holder has the right to receive any dividends or other distributions pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws1(j)(4). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSB Merger, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock SB Merger Shares into which their RxBazaar Shares were converted at the Effective Time and any dividends or Parent Non-Voting Convertible Stock that such holder is entitled to receive distributions payable pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f1(j)(4), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iiicanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1(j)(4) In as to the event that any Certificate payment of dividends, to evidence only the ownership of the number of full SB Merger Shares into which such RxBazaar Shares shall have been lost, stolen so converted and any dividends or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1(j)(4). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the Parent shall cause instruct the Exchange Agent to be mailed mail to each holder of record (as of (Athe Effective Time) certificates representing of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Company Common Stock (the “Uncertificated Shares”"CERTIFICATES"), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and 1.09(a), cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.09(f) and any dividends or other distributions pursuant to Section 1.10(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent Agent, or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate exchange therefor certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible into which their shares of Company Common Stock that such holder is entitled to receive were converted pursuant to Section 1.6(b1.09(a), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.09(f) and any dividends or other distributions payable pursuant to Section 1.10(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed, from and after the event that any Certificate Effective Time, to evidence only the ownership of the number of whole shares of Parent Common Stock into which such shares of Company Common Stock 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are so converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b1.09(a) and(including any voting, if any, Section 1.6(f). When authorizing notice or other rights associated with the ownership of such issuance shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in exchange therefor, Parent and/or the Exchange Agent may, cash in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen any fractional shares in accordance with Section 1.09(f) and any dividends or destroyed Certificate other distributions payable pursuant to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedSection 1.10(d).

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent ------------------- TIBCO shall cause the Exchange Agent to be mailed mail to each holder of record (as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Talarian Common Stock, whose shares were converted into the right Merger Consideration pursuant to receive the consideration set forth in Section 1.6(b) 1.6 (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have contain such other customary provisions as Parent TIBCO may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.6(e) and any dividends or other distributions pursuant to Section 1.7(d)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentTIBCO, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holders of an “agent’s message” by such Certificates shall be entitled to receive in exchange therefor the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate Cash Consideration and certificates representing the number of whole shares of Parent TIBCO Common Stock or Parent Non-Voting Convertible into which their shares of Talarian Common Stock that such holder is entitled to receive pursuant to Section 1.6(b)were converted at the Effective Time, (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of TIBCO Common Stock into which such shares of Talarian Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive the Cash Consideration and an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6(e) and any dividends or distributions payable pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Exchange Agent shall cause to be mailed mail or deliver to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, a Certificate whose shares were converted pursuant to Section 3.1 into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu shares of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) Parent Common Stock a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual and proper delivery of the Certificates or 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 (2) contain instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Cash Consideration and certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash shall be in such form and contain such other provisions as the Company and Parent may reasonably specify). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Cash Consideration and a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to this Article 3, and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 1.6(b) (3.2, each Certificate shall, at and after the Effective Time, be deemed to represent only the right to receive, upon surrender of such Certificate, the Cash Consideration, the certificate representing the appropriate number of shares of Parent Common Stock, cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) provided in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to 3.4 and certain dividends and other distributions as contemplated by Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled3.3. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time (and in no event later than three (3) business days following the Effective Time), the Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of the Effective Time) of a certificate or certificates (Athe "CERTIFICATES") certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Company Preferred Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in cash pursuant to Section 1.6(a) or Section 1.6(b) ): (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares the Merger Consideration to which the holder of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive Certificate is entitled pursuant to Section 1.6(a) or Section 1.6(b) (and cash in lieu without limiting the effect of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax lawsSection 1.7(e). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” thereto and such other documents as may reasonably be required by the Exchange Agent Agent, the holder of such Certificates shall be entitled to receive promptly (or such other evidence, if any, of transfer as the Exchange Agent may reasonably requestand in no event later than three (3) business days after receipt thereof) in exchange therefor the case Merger Consideration to which the holder of a book-entry transfer of Uncertificated Shares, such certificate is entitled pursuant to Section 1.6(a) or Section 1.6(b) (X) a certificate representing less any withholding amount with respect to the number of whole shares of Parent Company Common Stock or Parent Non-Voting Convertible Company Preferred Stock that held by such holder is entitled to receive pursuant to as provided by Section 1.6(b1.7(e), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate canceled. No interest shall have been lost, stolen accrue or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted paid on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive amounts payable pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or this Article I upon surrender of the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedCertificates.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective TimeTime (and in any event within two business days), the Parent Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record of a Certificate representing Shares (other than holders of Excluded Shares) (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Paying Agent, and shall such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (2B) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof as provided in Section 4.2(e)) in exchange for certificates representing shares the Per Share Merger Consideration. Upon surrender of Parent Common Stocka Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Paying Agent in accordance with the terms of such letter of transmittal, Parent Non-Voting Convertible Stock and cash that duly executed, the holder of such holder has the right Certificate shall be entitled to receive pursuant in exchange therefor a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 1.6(b4.2(g)) equal to (and cash x) the number of Shares represented by such Certificate (or affidavit of loss in lieu of fractional sharesthereof as provided in Section 4.2(e)) multiplied by (y) the Per Share Merger Consideration, less and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to be withheld from evidence and effect such cash under foreign, federal, state transfer and to evidence that any applicable stock transfer taxes have been paid or local tax laws)are not applicable. (ii) Each Notwithstanding anything to the contrary in this Agreement, any holder of shares Book Entry Shares shall not be required to deliver a Certificate or an executed letter of Company Common Stock transmittal to the Paying Agent to receive the Per Share Merger Consideration that have been such holder is entitled to receive pursuant to this Article IV. In lieu thereof, each holder of record of one or more Book Entry Shares whose Shares were converted into the right to receive a pro rata portion of the Per Share Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to receipt by the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent in customary form (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) ), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such Share and the case Book Entry Shares of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. A. Immediately prior to the Effective Time, FNBC shall deposit in trust with Computershare, Inc. (i) or another third party as may be mutually agreed upon by FNBC and SIBC), for the benefit of the holders of Certificates, as hereinafter defined, for exchange in accordance with this Section 3.03, an amount of cash which is not less than the product of $21.25 multiplied by the total number of outstanding shares of SIBC Stock as of the Effective Time (which is hereinafter referred to as the “Exchange Fund”). B. As soon as reasonably practical practicable after the Effective Time, and in no event more than five business days after the Effective Time, the Parent shall cause to be mailed Exchange Agent will mail to each record holder of record of (A) certificates representing a certificate which immediately prior to the Effective Time represented one or more outstanding shares of Common Stock or Parent Non-Voting Convertible SIBC Stock (the “CertificatesCertificate”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal that will (which shall i) specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Certificate(s) will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares Certificate(s) to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2ii) include instructions for use in effecting surrendering the surrender of the Certificates or transfer of the Uncertificated Shares Certificate(s) in exchange for certificates representing shares the consideration to which the holder is entitled, and (iii) include such other reasonable provisions consistent with the terms hereof as the Exchange Agent may specify. The letter of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right transmittal (which shall contain no representations or warranties other than as to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)ownership) shall be entitled prepared by FNBC prior to receivethe Effective Time and shall be subject to approval by SIBC (which shall not be unreasonably withheld, upon (A) conditioned or delayed). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed executed, and such other documents as FNBC may reasonably require, the holder of such Certificate will be entitled to receive the cash consideration described in Section 3.01. The Exchange Agent will cancel the Certificates surrendered in accordance with this Section 3.03. C. No interest will be paid or will accrue to the instructions theretoholders of the Certificate(s) with respect to the cash consideration to which the holder may be entitled. Notwithstanding anything herein to the contrary, none of FNBC, First NBC Bank, SIBC, or (B) receipt of an “agent’s message” by the Exchange Agent (will be liable to any former holder of SIBC Stock with respect to any amount delivered in good faith to a public official in accordance with any applicable abandoned property, escheat or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledsimilar laws. (iii) In the event that D. If any Certificate shall have 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if anyrequired by FNBC, Section 1.6(f). When authorizing the posting by such issuance Person of a bond in exchange therefor, Parent and/or the Exchange Agent may, in its such reasonable discretion and amount as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of FNBC may determine is necessary as indemnity against any claim that may be made against Parent or the Exchange Agent it with respect to such Certificate, FNBC will deliver in exchange for the Certificate alleged to have been lost, stolen or destroyeddestroyed Certificate the cash consideration due to such Person under this Agreement.

Exchange Procedures. At or prior to the Effective Time Parent shall deposit with the Exchange Agent (i) As soon as reasonably practical defined below), in trust for the benefit of the holders of Company Shares, certificates representing shares of Parent Common Stock issuable pursuant to Section 4.1(a), and an amount of cash sufficient to pay cash in lieu of fractional shares in accordance with Section 4.2(d). Parent shall make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions in accordance with Section 4.2(b). Promptly after the Effective Time, but in no event later than three business days following the Parent Closing Date, the Surviving Corporation shall cause an exchange agent (the "Exchange Agent"), selected by Parent with the Company's prior approval, which shall not be unreasonably withheld, to be mailed mail to each holder of record as of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth Time of a Certificate in Section 1.6(brespect of Company Shares (other than holders of a Certificate in respect of Excluded Company Shares) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of loss and indemnity undertakings or indemnity bonds, as the Uncertificated Shares case may be, in lieu thereof) to the Exchange Agent, and shall such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (2ii) instructions for use in effecting the surrender of exchanging the Certificates or transfer of the Uncertificated Shares in exchange for (A) certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and (B) any cash in lieu of fractional shares determined in accordance with Section 4.2(d) plus any cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu the provisions of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant this Article IV. Subject to Section 1.6(b4.2(g)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed executed, the holder of such Certificate shall be entitled to receive in accordance with the instructions thereto, or exchange therefor (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (Xx) a certificate representing the that number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to this Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b)4.2, and (Zy) if applicable, a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payment in lieu of fractional shares determined in accordance with Section 4.2(d) plus (B) any cash dividends and any other dividends or other distributions that such holder is entitled has the right to receive pursuant to the provisions of this Section 1.6(f), and the 4.2. The Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) canceled. No interest will be paid or accrued on any amount payable upon due surrender of any Certificate. In the event of a transfer of ownership of Company Shares that occurred prior to the Effective Time, but is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash in lieu of fractional shares to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any Certificate shall applicable stock transfer taxes have been lost, stolen or destroyed, upon the making paid. If any certificate for shares of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause Parent Common Stock is to be issued to such Person in a name other than that in which the Certificate surrendered 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 reason of the issuance of certificates for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Parent Common Stock are converted on in a name other than that of the Effective Date and deliver registered holder of the Certificate surrendered, or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent shall establish to the issuance thereof, require the owner satisfaction of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have that such tax has been lost, stolen paid or destroyedis not applicable.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent ------------------- shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective TimeStock, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) shares of Parent Common Stock (and cash in lieu of fractional shares, less any amount required ) pursuant to be withheld from such cash under foreign, federal, state or local tax laws)Section 1.6, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates or transfer of the Uncertificated Shares to by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f1.6 and any dividends or other distributions pursuant to Section 1.7(d), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, each outstanding Certificate that, prior to the event that any Certificate Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive lieu of the issuance of any fractional shares in accordance with Section 1.6 and any dividends or other distributions pursuant to Section 1.6(b) and, if any, Section 1.6(f1.7(d). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of (Aa certificate(s) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”)which, at immediately prior to the Effective Time, represented outstanding Company Common Stock(the "Certificates"), whose shares were Company Common Stock was converted into the right to receive the consideration set forth in shares of Parent Common Stock and Parent Stock Warrants pursuant to Section 1.6(b) 1.03: (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates certificate(s) representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has for the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Parent Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) Warrants. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (Bthe holders of such Certificates shall be entitled to receive in exchange therefor certificate(s) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or and Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f)Warrants, and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate Effective Time, for all corporate purposes other than the payment of dividends, to evidence the ownership of the number of full shares of Parent Common Stock and Parent Stock Warrants into which such Company Common Stock 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedso converted.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”)a Company Certificate that, at immediately prior to the Effective Time, whose represented shares were of Company Common Stock, which was converted into the right to receive Stock Consideration and Cash Consideration pursuant to Section 2.4(c)(i), a letter of transmittal to be used to effect the consideration set forth in Section 1.6(b) exchange of such Company Certificate for a Parent Certificate (and cash in lieu of fractional shares) and the Cash Consideration, less any amount required along with instructions for using such letter of transmittal to be withheld from effect such cash under foreign, federal, state or local tax laws), (1) a exchange. The letter of transmittal (which or the instructions thereto) shall specify that delivery of any Company Certificate shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares such Company Certificate to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify). (ii) Upon surrender to the Exchange Agent of a Company Certificate for cancellation, together with a duly completed and executed letter of transmittal and any other required documents (including, in the case of any Person constituting an “affiliate” of the Company for purposes of Rule 145(c) and (2d) instructions for use under the Securities Act, a written agreement from such Person as described in effecting Section 5.9, if not theretofore delivered to Parent): (A) the surrender holder of the Certificates or transfer of the Uncertificated Shares such Company Certificate shall be entitled to receive in exchange for certificates therefor a Parent Certificate representing the number of whole shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash Cash Consideration that such holder has the right to receive pursuant to Section 1.6(b) (and 2.4(c)(i), any cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock as provided in Section 2.6(e), and any unpaid dividends and distributions that such holder is entitled has the right to receive pursuant to Section 1.6(b2.6(c) (after giving effect to any required withholding of taxes), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), ; and (ZB) if applicablethe Company Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or accrued on the Cash Consideration, the cash payment in lieu of fractional shares that such holder is entitled and unpaid dividends and distributions, if any, payable to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelledholders of Company Certificates. (iii) In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a Parent Certificate representing the appropriate number of shares of Parent Common Stock and the appropriate Cash Consideration (along with any cash in lieu of fractional shares and any unpaid dividends and distributions that such holder has the right to receive under this Agreement) may be issued or paid to a transferee if the Company Certificate shall have been lost, stolen or destroyed, upon the making representing such shares of an affidavit of that fact by the Person claiming such Certificate Company Common Stock is presented to be lost, stolen or destroyed, the Exchange Agent will issue or cause accompanied by all documents required to be issued to evidence and effect such Person in exchange for transfer, including such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and signature guarantees as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect may request, and to the Certificate alleged to evidence that any applicable stock transfer taxes have been lostpaid. (iv) Until surrendered as contemplated by this Section 2.6(b), stolen or destroyedeach Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Parent Certificate representing shares of Parent Common Stock and Cash Consideration as provided in Section 2.4(c)(i) (along with any cash in lieu of fractional shares and any unpaid dividends and distributions).

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (shares of Parent Common Stock and cash in lieu of fractional shares, less any amount required shares pursuant to be withheld from such cash under foreign, federal, state or local tax laws)Section 1.6, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled has the right to receive pursuant to Section 1.6(f)1.6, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, each outstanding Certificate that, prior to the event that any Certificate Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent fractional shares in accordance with respect to the Certificate alleged to have been lost, stolen or destroyedSection 1.6.

Exchange Procedures. (i) As soon promptly as reasonably practical practicable after the Effective Time, the Parent shall cause to be mailed Exchange Agent will mail to each holder of record of (A) certificates representing shares of Common Adamis Capital Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were would be converted into the right to receive the consideration set forth in shares of La Jolla Common Stock pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws1.6(a), (1i) a letter of transmittal in customary form; (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have ii) such other provisions customary documents as Parent may reasonably specify), be required pursuant to such instructions; and (2iii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares Adamis Capital Stock in exchange for certificates (or, if La Jolla elects to have shares be represented in uncertificated form, then notifications of share ownership) representing shares of Parent La Jolla Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Adamis Capital Stock for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, or the holder of such Adamis Capital Stock shall be entitled to receive in exchange therefor (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (Xx) a certificate (or, for uncertificated shares, a notification of share ownership) representing the number of whole shares of Parent Exchange Shares into which the Adamis Common Stock represented thereby shall have been converted into the right to receive as of the Effective Time, (y) any dividends or Parent Non-Voting Convertible Stock that other distributions to which such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b1.10(d), and (Zz) if applicable, the cash payment in lieu respect of any fractional shares that such holder is entitled to receive pursuant to as provided in Section 1.6(f), and the Certificate or Uncertificated Share Adamis Capital Stock so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, each such outstanding share of Adamis Capital Stock will be deemed from and after the event that Effective Time, for all corporate purposes other than the payment of dividends, to evidence the ownership of the number of full shares of La Jolla Common Stock into which such shares of Adamis Capital Stock shall have been so converted and the right to receive cash in lieu of the issuance of any fractional shares. If any Adamis Stock 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, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent La Jolla may, in its reasonable discretion and as a condition precedent to the issuance thereofof any certificate (or notification of share ownership) representing La Jolla Common Stock, require the owner of such lost, stolen or destroyed Adamis Stock Certificate to give Parent and/or the Exchange Agent provide a reasonable form of affidavit and/or bond as indemnity against any claim that may be made against Parent the Exchange Agent, La Jolla or the Exchange Agent Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyedsuch Adamis Stock Certificate.

Exchange Procedures. (i) As soon as reasonably practical after the Effective Time, the Parent shall cause to be mailed to each holder of record of (A) certificates representing shares of Common Stock Certificates or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), Shares at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b2.6(a) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax Tax laws), (1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b2.6(a) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax Tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to consideration as set forth in Section 1.6(b)2.6(a) shall be entitled to receive, upon (A) surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), 2.6(a) (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b2.6(a), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f2.6(e), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date Time and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b2.6(a) and, if any, Section 1.6(f2.6(e). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity (including the issuance of a surety bond) against any claim that may be made against Parent Parent, Surviving Corporation or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), the Parent Exchange Agent shall cause to be mailed mail to each holder of record of Shares represented by a Certificate (A) certificates representing shares other than holders of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Excluded Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of loss in lieu of the Uncertificated Shares Certificates as provided in Section 2.2(g)) to the Exchange Agent, and shall such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (2ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in Section 2.2(g)) to the Exchange Agent. Upon surrender of a Certificate (or transfer affidavit of loss in lieu of the Uncertificated Shares Certificate as provided in Section 2.2(g)) to the Exchange Agent in accordance with the terms of such letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange for certificates representing therefor one or more shares of Parent Common StockStock which shall represent, in the aggregate, the whole number of shares of Parent Non-Voting Convertible Common Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares2.1(a), less any required Tax withholdings as provided in Section 2.2(h). The Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion payable upon due surrender of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) surrender Certificates. In the event of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter transfer of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt ownership of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Shares that is not registered in the case transfer records of a book-entry transfer of Uncertificated Sharesthe Company, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu be exchanged upon due surrender of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to may be issued to such Person in exchange for transferee if the Certificate formerly representing such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause Shares is presented to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent mayAgent, in its reasonable discretion accompanied by all documents required to evidence and as a condition precedent effect such transfer and to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against evidence that any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer Taxes have been lost, stolen paid or destroyedare not applicable.

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, Parent will instruct the Parent shall cause Exchange Agent to be mailed mail to each holder of record of (A) a certificate or certificates representing which immediately prior to the Effective Time evidenced outstanding shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Company Common Stock (the “Uncertificated other than Dissenting Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), the "Certificates") (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting to effect the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the certificates representing evidencing shares of Parent Common StockPreferred Stock and, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional sharesshares thereof, less any amount required to be withheld from such cash, and, if applicable, the cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (payable pursuant to Section 1.6(b2.06(b)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidencecustomary documents as may be required pursuant to such instructions, if any, the holder of transfer as the Exchange Agent may reasonably requestsuch Certificate shall be entitled to receive in exchange therefor (A) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the certificates evidencing that number of whole shares of Parent Preferred Stock which such holder has the right to receive in accordance with the Exchange Ratio or, if applicable, the Adjusted Exchange Ratio, in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) the amount of cash, if any, payable with respect to such shares pursuant to Section 2.06(b), (C) any dividends or Parent Non-Voting Convertible Stock that other distributions to which such holder is entitled to receive pursuant to Section 1.6(b), 2.07(c) and (YD) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that of Parent Preferred Stock to which such holder is entitled to receive pursuant to Section 1.6(f2.06(f) (the Parent Preferred Stock, cash, dividends and distributions described in clauses (A), (B), (C) and (D) being, collectively, the "Merger Consideration"), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, the Merger Consideration may be issued and paid in accordance with this Article II 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 pursuant to this Section 2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Preferred Stock into which such shares of Company Common Stock 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 destroyedso converted, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 1.6(b2.06(b) and, if any, Section 1.6(f). When authorizing such issuance and the right to receive an amount in exchange therefor, Parent and/or the Exchange Agent may, cash in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent fractional shares in accordance with respect to the Certificate alleged to have been lost, stolen or destroyedSection 2.06(f).

Exchange Procedures. Promptly (iand in any event within two (2) As soon as reasonably practical business days), after the Effective Time, the Parent Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record of (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated other than Excluded Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof as provided in Section 5.2(f)) to the Exchange Paying Agent, and shall such letter of transmittal to be in such customary form and to have such other provisions as Parent and the Company may reasonably specify)agree, and (2ii) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of the Uncertificated Shares loss in lieu thereof as provided in Section 5.2(f)) in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that the amount to which such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive is entitled as a pro rata portion result of the Merger Consideration (pursuant to Section 1.6(b5.1(a). If any Excluded Shares cease to be an Excluded Share pursuant to Section 5.2(a), the Surviving Corporation shall cause the Paying Agent promptly (and in any event within two (2) business days) after such Excluded Shares cease to be an Excluded Share to mail to the holder of such shares of Common Stock the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such shares of Common Stock. Upon delivery of such letter of transmittal by any holder of shares of Common Stock (other than Excluded Shares), duly completed and duly executed in accordance with its instructions and the surrender to the Paying Agent of a Certificate that immediately prior to the Effective Time represented such shares of Common Stock (or affidavit of loss in lieu thereof as provided in Section 5.2(f)), the holder of such Certificate shall be entitled to receive, upon receive in exchange therefor a cash amount in immediately available funds (Aafter giving effect to any required Tax withholdings as provided in Section 5.2(h)) surrender of a Certificate for cancellation equal to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter product of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (Bx) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock represented by such Certificate (or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to affidavit of loss in lieu thereof as provided in Section 1.6(b5.2(f), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Zy) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f)Per Share Merger Consideration, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) . No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, a check for any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate cash to be lost, stolen or destroyed, delivered upon compliance with the Exchange Agent will issue or cause to procedures described above may be issued to the transferee if the applicable letter of transmittal is accompanied by all documents reasonably required to evidence and effect such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date transfer and deliver or cause to be delivered to such Person cash in immediately available funds evidence that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to applicable stock transfer taxes have been lost, stolen paid or destroyedare not applicable.

Exchange Procedures. (ia) Prior to the Effective Time, AUB shall designate Computershare or an exchange agent as mutually agreed by AUB and SASR (the “Exchange Agent”) for the payment and exchange of the Merger Consideration. (b) At or prior to the Effective Time, AUB shall deposit, or shall cause to be deposited, with the Exchange Agent, for exchange in accordance with this Article 2 for the benefit of the holders of Old Certificates, evidence in book-entry form representing shares of AUB Common Stock to be issued pursuant to Section 2.6, respectively, and any cash in lieu of any fractional shares to be paid pursuant to Section 2.6 (such cash and shares of AUB Common Stock, together with any dividends or distributions with respect to shares of AUB Common Stock payable in accordance with Section 2.3(b), being referred to herein as the “Exchange Fund”). (c) As soon promptly as reasonably practical practicable after the Effective Time, but in no event later than five (5) business days thereafter, the Parent Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record of (A) certificates one or more Old Certificates representing shares of SASR Common Stock or Parent Non-Voting Convertible Stock (immediately prior to the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), Effective Time that have been converted at the Effective Time, whose shares were converted Time into the right to receive the consideration set forth in Section 1.6(b) (and cash in lieu of fractional sharesAUB Common Stock pursuant to Article 1, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws), (1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates or transfer of the Uncertificated Shares to the Exchange Agent, ) and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in effecting the surrender of the Old Certificates or transfer of the Uncertificated Shares in exchange for certificates representing the number of whole shares of Parent AUB Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and any cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of which the shares of Company SASR Common Stock that represented by such Old Certificate shall have been converted into the right to receive a pro rata portion pursuant to this Plan of the Merger Consideration (as well as any dividends or distributions to be paid pursuant to Section 1.6(b)2.3(b) shall be entitled (such materials and instructions to receive, upon (A) surrender of a Certificate for cancellation include customary provisions with respect to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt delivery of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a with respect to book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(bshares), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f), and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. (i) As soon as reasonably practical At or promptly after the Effective Time, the Parent Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (Athe "Certificates") certificates representing which immediately prior to the Effective Time represented outstanding shares of Common Natchez Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time, whose shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)2.1, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b(iii) an Investment Agreement (and cash in lieu of fractional shares, less any amount required as defined herein) to be withheld from executed by such cash under foreignholder, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right if not previously delivered to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b)) shall be entitled to receive, upon (A) Parent by such holder. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and such Investment Agreement, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt the holder of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificate shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that (less the number of Escrow Shares to be deposited with the Escrow Agent on such holder is entitled to receive holder's behalf pursuant to Section 1.6(b2.2 and the Escrow Agreement), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b)plus cash, and (Z) if applicableany, the cash payment in lieu of fractional shares that in accordance with Section 2.7, to which such holder is entitled to receive pursuant to Section 1.6(f)2.7, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be cancelled. (iii) In . Until so surrendered, and subject to Section 2.4, each outstanding Certificate that, prior to the event that any Certificate Effective Time, represented shares of Natchez Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Natchez Stock shall have been lost, stolen or destroyed, upon so converted and the making of right to receive an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person amount in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent fractional shares in accordance with respect to the Certificate alleged to have been lost, stolen or destroyedSection 2.7.

Exchange Procedures. (i) As soon as reasonably practical Promptly after the Effective Time, the Parent shall cause the Exchange Agent to be mailed mail to each holder of record of (A) a certificate or certificates representing which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), which at the Effective Time, whose shares Time were converted into the right to receive the consideration set forth in Merger Consideration pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws)2.1 hereof, (1i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or 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 (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (B) receipt of an “agent’s message” and such other documents as may reasonably be required by the Exchange Agent (or Agent, the holder of such other evidence, if any, of transfer as the Exchange Agent may reasonably request) Certificates shall be entitled to receive in the case of a book-entry transfer of Uncertificated Shares, (X) exchange therefor a certificate or certificates representing the that number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment in lieu of fractional shares which such holder is entitled to receive pursuant to Section 1.6(b), (Y2.1(e) cash that such holder is entitled to receive and any dividends or distributions payable pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares that such holder is entitled to receive pursuant to Section 1.6(f2.2(c), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) . In the event that any Certificate shall have been lostof a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, stolen or destroyed, upon certificates representing the making proper number of an affidavit shares of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to Parent Common Stock may be issued to such a Person (as defined in Section 8.14(ee)) other than the Person in exchange 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 lost, stolen issuance shall pay any transfer or destroyed Certificate, a new certificate into which other taxes required by reason of the issuance of shares of such Person’s Company Parent Common Stock are converted on to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Date Time to represent only the right to receive the Merger Consideration (and deliver or cause any amounts to be delivered to such Person cash in immediately available funds that such holder is entitled to receive paid pursuant to Section 1.6(b2.1(e) and, if any, or Section 1.6(f2.2(c)) upon such surrender. When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent No interest shall be paid or shall accrue on any amount payable pursuant to the issuance thereof, require the owner of such lost, stolen Section 2.1(e) or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyedSection 2.2(c).

Exchange Procedures. (i) As soon as reasonably practical practicable after the Effective Time, the but in no event later than ten (10) business days thereafter, Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of the Effective Time) of a certificate or certificates (A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (each, a “Certificate” and collectively, the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at which immediately prior to the Effective Time, Time represented outstanding Company Shares whose shares were converted into the right to receive the consideration set forth in shares of Parent Common Stock pursuant to Section 1.6(b) (1.5 hereof and cash in lieu of any fractional shares, less any amount required shares pursuant to be withheld from such cash under foreign, federal, state or local tax laws), Section 1.5(a)(vii) hereof (1i) a letter of transmittal in the form acceptable to the Exchange Agent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (2ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares of Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of any fractional shares, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.6(b1.5(a)(vii)) shall be entitled to receive, upon (A) . Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and all other documents Parent or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may require, including duly executed counterparts of the Escrow Agreement, the Registration Rights Agreement and such other duly executed documentation as may be reasonably request) in the case of required by Parent to effect a book-entry transfer of Uncertificated Sharessuch shares, (X) a certificate the holders of such Certificates shall be entitled to receive in exchange therefore, without interest, certificates representing the number of whole shares of Parent Common Stock or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), into which their shares of Company Shares were converted at the Effective Time and (Z) if applicable, the cash payment in lieu of fractional shares that which such holder is entitled holders have the right to receive pursuant to Section 1.6(f1.5(a)(vii), and the Certificate or Uncertificated Share Certificates so surrendered or transferred shall forthwith be cancelled. (iii) In canceled. Until so surrendered, outstanding Certificates will be deemed from and after the event that any Certificate Effective Time for all corporate purposes to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Shares shall have been lostso converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(a)(vii). All other rights as a Company shareholder shall cease as of the Effective Time. Unless and until any such outstanding Certificates shall be so surrendered, stolen no dividend (cash or destroyedstock) payable to holders of record of shares of Parent Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of any such outstanding certificate and his other rights as a stockholder of Parent shall be suspended, but upon such surrender of such outstanding certificate there shall be paid to the making record holder of an affidavit the certificate of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person shares of Parent Common Stock in exchange for such lost, stolen or destroyed Certificate, a new certificate into which therefor the shares amount of such Person’s Company Common Stock are converted on the Effective Date and deliver or cause to be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.6(b) anddividends, if any, Section 1.6(f). When authorizing such issuance in exchange thereforwithout interest and less any taxes which may have been imposed thereon, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any claim that may be made against Parent or the Exchange Agent have therefore become payable with respect to the Certificate alleged number of those shares of Parent Common Stock represented by such certificate issued upon such surrender and exchange, and his other rights as stockholder of Parent shall thereafter be restored. All amounts of cash in respect of fractional interests which have not been claimed at the end of three years from the Effective Time by surrender of certificates for Company Shares shall be repaid to have been lostthe Surviving Corporation, stolen subject to the provisions of applicable escheat or destroyedsimilar laws, for the account of the holders entitled thereto.