Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent the Company shall cause the Exchange Agent to mail deliver to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares A Shares or B Shares (the "CERTIFICATES") that were converted (the "CONVERTED SHARES") into the right to receive shares of Parent Company Common Stock and, if applicable, cash and/or Notes pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)SECTION 2.01, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Company Common StockStock and, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)if applicable, Notes. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by Parentthe Company), together with such a duly executed letter of transmittal, duly completed transmittal and validly executed in accordance with such other documents as the instructions theretoExchange Agent shall require, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing therefor: (A) in the number case of whole holders of Certificates that immediately prior to the Effective Time evidenced outstanding shares of Parent A Common Stock into which their in book-entry or certificated form, (1) one or more shares of Company Common Stock were converted at (which shall be in uncertificated book-entry form unless a physical certificate is requested or the Effective Timeholder is a Rule 145 Affiliate (as defined below)) representing, payment in lieu the aggregate, the whole number of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(fSECTION 2.01 (after taking into account all shares of A Common Stock then held by such holder) and (2) a check in the amount equal to the cash (which shall under no circumstances include any dividends or distributions payable interest) that such holder has the right to receive pursuant to Section 1.7(dthe provisions of this Article II in respect of dividends and other distributions pursuant to SECTION 2.03(c); and (B) in the case of holders of Certificates that immediately prior to the Effective Time evidenced outstanding shares of B Common Stock or shares of B Special Preferred Stock, in book-entry or certificated form, (1) one or more shares of Company Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested or the holder is a Rule 145 Affiliate) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to SECTION 2.01 (after taking into account all shares of B Common Stock and B Special Preferred Stock then held by such holder), (2) subject to SECTION 2.03(f), one or more Notes (which shall be in uncertificated book-entry form unless a physical note is requested or the holder is a Rule 145 Affiliate) with an aggregate principal amount equal to the amount that such holder is entitled to receive pursuant to SECTION 2.01, and (3) a check in the Certificates so amount equal to the cash (which shall under no circumstances include any interest) that such holder has the right to receive pursuant to the provisions of this Article II in respect of dividends and other distributions pursuant to SECTION 2.03(c), cash in lieu of Fractional Amounts pursuant to SECTION 2.03(f) and interest and other amounts payable on the Notes pursuant to their terms. Each Certificate surrendered pursuant to the previous sentence shall forthwith be canceled. No interest shall accrue or be payable under this Section 2.03 except that interest shall accrue and be payable with respect to the Notes only to the extent that the Notes, by their terms, specifically provide for the accrual and payment of interest. No interest or other amount payable after the Effective Time with respect to the Notes shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate. Until so surrenderedsurrendered and exchanged, outstanding Certificates will be deemed from and each such Certificate shall, after the Effective Time, for all corporate purposes, subject be deemed to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of the number of full right to receive shares of Parent Company Common Stock into which Stock, Notes and cash (each to the extent applicable), and until such surrender or exchange, no such shares of Company Common Stock Stock, Notes or cash shall have been so converted be delivered to the holder of such outstanding Certificate in respect thereof. In the event of a transfer of ownership of Converted Shares that is not registered in the transfer records of A or B, as the case may be, a certificate evidencing the proper number of shares of Company Common Stock, together with any dividends or other distributions to which the holder of such Converted Shares is entitled pursuant to SECTION 2.03(c), and Notes (to the right to receive an amount in extent applicable) with the proper principal amount, together with cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable Fractional Amounts to which such holder is entitled pursuant to Section 1.7(dSECTION 2.03(f), together with any interest or other amounts payable to which such holder is entitled by their terms, may be issued to a transferee if the Certificate evidencing such Converted Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 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 1.7(d)converted.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 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 1.7(d).

Exchange Procedures. Promptly No later than promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.62.6(b), cash in lieu of any fractional shares pursuant to Section 1.6(f2.6(g) and any dividends or other distributions pursuant to Section 1.7(d2.8(b), (i) a letter of transmittal in customary form (which shall specify that delivery include a joinder provision pursuant to which the signatory thereto shall agree to be effected, and risk of loss and title to bound by the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyset forth in ARTICLE 9 hereof) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, Parent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent (including any required Form W-9 or Form W-8), the holders of such Certificates shall be entitled to receive in exchange therefor (x) certificates representing the number of whole shares of Parent Common Stock (after aggregating all Certificates surrendered by such holder) into which their such holder is entitled pursuant to Section 2.6(b), less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective TimeEscrow Account pursuant to Section 2.9, payment (y) a check in the amount of dollars in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f2.6(g) and (z) any dividends or distributions payable pursuant to Section 1.7(d2.8(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of right to receive upon surrender thereof the number of full whole shares of Parent Common Stock into to which such shares of Company Common Stock shall have been so converted and the right holder is entitled pursuant to receive Section 2.6(b), an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.6(g) and any dividends or distributions payable pursuant to Section 1.7(d2.8(b). No interest will be paid or accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and cash payable in lieu of fractional shares may be issued to a transferee if the Certificate representing such shares of Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after As promptly as practicable following the Effective Time, Parent Synacor shall cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Qumu Common Stock whose shares that were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(b) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (as Qumu and Synacor may reasonably agree which shall specify that delivery shall be effected, and risk of loss and title shall pass (x) with respect to the Certificates shall passcertificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Qumu Common Stock, only upon delivery of the Certificates (or effective affidavits in lieu thereof) to the Exchange Agent and shall contain (y) with respect to outstanding shares of Qumu Common Stock held in book-entry immediately prior to the Effective Time (“Book-Entry Shares”), upon proper delivery of any “agent’s message” regarding the book-entry transfer of such Book-Entry Shares (or such other provisions evidence, if any, of the transfer as Parent the Exchange Agent may reasonably specifyrequest) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for certificates representing whole shares of Parent Synacor Common StockStock pursuant to Section 1.4(b)(i), cash payable in respect thereof pursuant to Section 1.4(b)(i) in lieu of any fractional shares pursuant to Section 1.6(f) of Synacor Common Stock and any dividends or other distributions payable in respect thereof pursuant to Section 1.7(d2.3(d). Upon surrender of Certificates (or effective affidavits in lieu thereof) or Book-Entry Shares, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSynacor, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Synacor Common Stock (after taking into account all Certificates or such Book-Entry Shares surrendered by such holder of record) such holder is entitled to receive pursuant to Section 1.4(b)(i) (which their shares of Company Common Stock were converted at the Effective Timeshall be in uncertificated book entry form), payment of any cash such holder is entitled to receive pursuant to Section 1.4(b)(i) in lieu of fractional shares which of Synacor Common Stock and any dividends or distributions such holders have the right holder is entitled to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.3(d), and the Certificates or Book-Entry Shares, as applicable, so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates or Book-Entry Shares, as applicable, upon compliance with such reasonable terms and conditions as the Exchange Agent may impose for an orderly exchange thereof in accordance with normal and customary exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares, as applicable, on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.3. Until so surrendered, outstanding Certificates will be deemed from and after the Effective TimeTime outstanding Certificates or Book-Entry Shares, for all corporate purposesas applicable, subject to Section 1.7(d) as to dividends and other distributions, shall be deemed to evidence only the ownership of the number of full shares of Parent Synacor Common Stock into which such shares of Company Qumu Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(b)(i) and any dividends or distributions payable pursuant to Section 1.7(d2.3(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent to to, mail to each holder Holder of record (NAP Public Units as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares NAP Public Units were converted into the right to receive shares the Merger Consideration a form of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the NAP Certificates shall pass, only upon proper delivery of the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall contain be in such customary form and have such other provisions as Parent and NAP may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender Surrender of the such NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units in exchange for certificates representing shares of Parent Common Stockfor, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentapplicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Issued Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c) or Section 2.2(d). Subject to Section 2.2(c), upon Surrender to the Exchange Agent of such NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units, together with such properly completed and duly executed Letter of Transmittal and such other documents as may reasonably be required by the Exchange Agent, the Holder of an NAP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units shall be entitled to receive in exchange therefor, as applicable, (i) that number and type of whole shares of Parent Issued Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) to which such Holder is entitled pursuant to Sections 2.1(c)(i) and 2.1(e), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject (ii) any dividends or distributions payable pursuant to Section 1.7(d2.2(c) as or Section 2.2(d) to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares Holder is entitled. The instructions for effecting the Surrender of Company Common Stock NAP Certificates shall have set forth procedures that must be taken by the Holder of any NAP Certificate that has been so converted and lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) Merger Consideration and any dividends or distributions payable pursuant to Section 1.7(d2.2(c) or Section 2.2(d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of NAP or its transfer agent of NAP Certificates or Book-Entry NAP Common Units (provided, however, that the foregoing shall not restrict the transfer of any NAP Partnership Interest other than the NAP Public Units after the Effective Time); and if such NAP Certificates or Book-Entry NAP Common Units are presented to NAP or its transfer agent for transfer, they shall be canceled against delivery of the appropriate Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b) or in connection with an Election made pursuant to Section 2.3, each NAP Certificate or Book-Entry NAP Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such Surrender the appropriate Merger Consideration. No interest will be paid or will accrue on any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificates (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Shares which such holders have holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares and any dividends or distributions payable pursuant to Section 1.7(dthe cash described in clauses (B) and (C) being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented Shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.7(d) as to dividends and other distributions1.6(f), to evidence only the ownership of right to receive the number of full shares of Parent Common Stock Shares 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly (i) Within five (5) business days after the Effective TimeDate, Parent shall cause mail a letter of transmittal, joinder and lock-up agreement in the Exchange Agent to mail forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 (the “Letter of Transmittal,” “Joinder,” and “Lock-up Agreement”) to each holder Company Stockholder at the address provided by the Company. Each Indemnifying Securityholder that delivers a duly completed and validly executed Letter of record Transmittal, Joinder and Lock-up Agreement and a Company Stock Certificate for cancellation (or an affidavit of lost certificate as contemplated by the Letter of Transmittal) (collectively, the Effective Time“Applicable Documentation”) of to Parent or its designee shall be entitled to receive a certificate or certificates (representing the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock Shares issuable to such holder and/or cash in accordance with Section 1.6. Upon receipt of the Applicable Documentation, Parent shall promptly issue or cause to be issued to each Indemnifying Securityholder a certificate or certificates representing the shares of Parent Shares issuable to such holder pursuant to Section 1.6, cash in lieu of any fractional shares less the amount to be held by Parent pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.8. Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common All Company Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company capital stock held by aCompany Stockholder will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive, on the terms and subject to the conditions of this Agreement, the consideration set forth in Section 1.7(d1.6. (ii) as Each Company Stockholder that is an Unaccredited Investor and that delivers the duly completed and validly executed Applicable Documentation to dividends Parent or its designee shall be entitled to receive the amount of cash that such holder is entitled to receive pursuant to Section 1.6(c). Upon receipt of the Applicable Documentation, Parent shall promptly pay, or cause to be paid to each such Company Stockholder a check or wire transfer of immediately available funds in accordance with payment instructions included with such holder’s Applicable Documentation. All Company Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company capital stock held by such Person will be deemed from and other distributionsafter 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 receive, on the terms and subject to the conditions of this Agreement, the amount of cash set forth 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 1.7(d1.6(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("Company Certificates"), whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant to Section 1.7(d), event no later than three business days after the Effective Time): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock, Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares that such holder has the right to receive pursuant to this Article III and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to purposes other than the 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.7(d)the provisions of this Article III.

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Parent shall cause but in any event within five (5) Business Days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective TimeCertificate(s) of a certificate or certificates (the "CERTIFICATES")Book-Entry Shares which, which immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.6, cash be issued or paid in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)consideration therefor, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) or Book-Entry Shares to the Exchange Agent and shall contain be substantially in such form and have such other provisions as Parent may reasonably specifyshall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into to be issued or paid in consideration therefor and any dividends or distributions to which their shares such holder is entitled pursuant to Section 2.3(c). (b) Upon surrender to the Exchange Agent of Company Common Stock were converted at its Certificate(s) or Book-Entry Shares, accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender in accordance with the Effective TimeExchange Agent’s customary practice, payment the Merger Consideration and any cash in lieu of fractional shares which such holders have of Parent Common Stock to be issued or paid in consideration therefor in respect of the right to receive pursuant to Section 1.6(fExchanged Shares represented by its Certificate(s) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledBook-Entry Shares. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate or Book-Entry Shares shall represent after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership right to receive, without interest, the Merger Consideration and any cash in lieu of the number of full fractional shares of Parent Common Stock into to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of the Company, the shares of Parent Common Stock and Cash Consideration plus any cash in lieu of fractional shares of Parent Common comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent or the Surviving Corporation) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent, Parent or the Surviving Corporation, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, as the case may be, and timely paid over to the appropriate Governmental Entity such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock or Company Warrants that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock or Company Warrants that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall have been so converted be cancelled and exchanged for the right to receive an amount in applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in accordance with Section 1.6(fdecimal form) and any dividends or distributions payable of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.7(d)1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares were converted into the right to receive exchanged for shares of Parent Common Stock pursuant to Section 1.61.4, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.7(d1.4(d), subject to receipt of (i) a duly completed and validly executed letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.7(d1.4(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock Shares were converted exchanged at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.7(d1.4(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.4(d) as to 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 so converted Shares are entitled to be exchanged and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.7(d1.4(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Series B Preferred Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES")certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timepursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such 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 cash 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 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 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 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the ------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Article VIII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. On the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock and Company Preferred Stock (as of the Effective Time) of a certificate or certificates (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, Shares (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) and any dividends or other distributions pursuant to Section 1.7(d), promptly after the Effective Time: (i) a form letter of transmittal in customary form and substance reasonably satisfactory to Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock, Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and Stockholder Representation Letter, duly completed and validly executed in accordance with executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares Shares that such holder has the right to receive pursuant to this Article III and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, Time to evidence only the ownership of right to receive the number of full shares of Parent Common Stock Shares into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.7(d)the provisions of this Article III.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates")) which, which immediately prior to the Effective Time Time, represented outstanding shares of Company RadioMetrix Common Stock whose shares were converted into the right to receive shares of Parent SmartGate Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), : (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent SmartGate may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent SmartGate Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSmartGate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor, a certificate representing the number of whole shares of Parent SmartGate Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive holder is entitled pursuant to the Merger Consideration payment provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of RadioMetrix Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent SmartGate Common Stock into which such shares of Company RadioMetrix 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 the Merger Consideration payment provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into (other than Dissenting Shares, if applicable) (collectively, the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"CERTIFICATES"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in respect of the shares of Company Common Stock were converted at formerly evidenced by such Certificate in accordance with Section 2.01, less that holder's pro rata portion of the Effective Time, payment shares (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.02(e) (such shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 1.7(dcash, if any, being collectively, the "MERGER CONSIDERATION"), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate evidencing the proper number of full shares of Parent Common Stock into which may be issued in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company Common Stock shall 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 so converted and paid. Until surrendered as contemplated by this Section 2.02, each of the Certificates shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of receive, upon such surrender, the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent NetIQ ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company MCS Common Stock whose shares were converted into the right to receive shares of Parent NetIQ Common Stock pursuant to Section 1.61.7, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent NetIQ may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent NetIQ Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNetIQ, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent NetIQ Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.7(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent NetIQ Common Stock into which such shares of Company MCS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

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

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (of one or more shares of Company Common Stock as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), : (i) a letter of transmittal in customary form (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares and shall contain be in such form and have such other provisions as Parent may reasonably specify) , and (ii) instructions for use in effecting the surrender of the such Certificates or Book Entry Shares in exchange for certificates representing the Merger Consideration and any unpaid dividends and distributions on shares of Parent Common Stock, cash Stock in lieu of any fractional shares pursuant to accordance with Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d4.2(c). Upon surrender of Certificates a Certificate or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing (x) one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f4.1(a) and any dividends or distributions payable (y) a check representing cash in lieu of fractional shares, if any, pursuant to Section 1.7(d)4.2(e) and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding Tax, and the Certificates any Certificate or Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or will accrue on the cash in lieu of fractional shares and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to unpaid dividends and other distributions, if any, payable to evidence only holders of Company Common Stock. In the event of a transfer of ownership of Company Common Stock that is not registered in the number transfer records of full the Company, one or more shares of Parent Common Stock into which shall be in uncertificated book-entry form unless a physical certificate is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, the proper number of shares of Parent Common Stock, together with a check for cash in lieu of fractional shares, if any and unpaid dividends and distributions, if any, which such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)the provisions of this Article IV, may be issued to such a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (i) a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, (ii) payment in cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f1.11 and (iii) and the amount of any dividends or other distributions payable which such holder has the right to receive pursuant to Section 1.7(d1.12(d), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Certificates 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, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.11. Any portion of the shares of Parent Common Stock or cash deposited with the Exchange Agent pursuant to Section 1.12(b) which remains undistributed to the holders of the Certificates representing shares of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Article I shall thereafter look only to Parent and only as general creditors thereof for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions payable pursuant with respect to Section 1.7(d)Parent Common Stock to which such holders may be entitled.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.61.6 hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f) hereof, and any dividends or other distributions pursuant to Section 1.7(d)) hereof, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock Shares were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, Time for all corporate purposes, subject to Section 1.7(d) 1.7 hereof, as to 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 Shares 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 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent to to, mail to each holder of record (Holder, as of the Effective Time) , of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock SXCP Public Units whose shares SXCP Public Units were converted into the right to receive shares the Merger Consideration a form of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the SXCP Certificates shall pass, only upon proper delivery of the SXCP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry SXCP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall contain be in such customary form and have such other provisions as Parent and SXCP may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender Surrender of the such SXCP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry SXCP Common Units in exchange for certificates representing for, as applicable, whole shares of Parent Common Stock, cash in lieu of any fractional shares dividends or distributions payable pursuant to Section 1.6(f2.2(c) and/or (d) and any dividends or other distributions pursuant Fractional Share Proceeds. Subject to Section 1.7(d2.2(c). Upon surrender of Certificates for cancellation , upon Surrender to the Exchange Agent of such SXCP Certificates (or to such other agent lost certificate affidavit as contemplated by this Section 2.2(b)) or agents as may be appointed by ParentBook-Entry SXCP Common Units, together with such letter of transmittal, duly properly completed and validly duly executed in accordance with Letter of Transmittal and such other documents as may reasonably be required by the instructions theretoExchange Agent, the holders Holder of such Certificates an SXCP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry SXCP Common Units shall be entitled to receive in exchange therefor certificates representing the therefor, as applicable, (i) that number of whole shares of Parent Common Stock into (which their shares of Company Common Stock were converted at shall be in uncertificated book-entry form unless a physical certificate is requested) to which such Holder is entitled pursuant to Section 2.1(c)(i), (ii) the Effective TimeFractional Share Proceeds, payment if any, payable in lieu of any fractional shares which such holders have the right to receive of Parent Common Stock otherwise issuable, and (iii) any dividends or distributions payable pursuant to Section 1.6(f2.2(c) and/or (d) to which such Holder is entitled. The instructions for effecting the Surrender of SXCP Certificates shall set forth procedures that must be taken by the Holder of any SXCP Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive the Merger Consideration, the Fractional Share Proceeds, if any, and any dividends or distributions payable pursuant to Section 1.7(d)2.2(c) and/or (d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of SXCP Public Units appeared on the books of SXCP immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of SXCP or its transfer agent of SXCP Certificates so surrendered or Book-Entry SXCP Common Units (provided, however, that the foregoing shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and not restrict the transfer of any SXCP Partnership Interests other than the SXCP Public Units after the Effective Time); and if such SXCP Certificates or Book-Entry SXCP Common Units are presented to SXCP or its transfer agent for transfer, for all corporate purposesthey shall be canceled against delivery of the appropriate Merger Consideration, subject any Fractional Share Proceeds and any dividends and distributions payable pursuant to Section 1.7(d2.2(c) and/or (d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b), each SXCP Certificate or Book-Entry SXCP Common Unit shall be deemed at any time after the Effective Time to dividends and other distributions, to evidence represent 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 upon such Surrender the issuance of appropriate Merger Consideration, together with any fractional shares in accordance with dividends and distributions payable pursuant to Section 1.6(f2.2(c) and and/or (d), the appropriate Fractional Share Proceeds as contemplated by this Section 2.2. No interest will be paid or will accrue on any Fractional Share Proceeds or any dividends or distributions payable pursuant to Section 1.7(d2.2(c) and/or (d).

Exchange Procedures. Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6the Merger Consideration, together with any cash in lieu of any fractional shares payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, together with any cash in lieu of any fractional shares payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a 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, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeMerger Consideration, payment in lieu of fractional shares which such holders have the right to receive together with any cash payable pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to 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 dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock and the aggregate Per Share Cash Amount 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 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 1.7(d).

Exchange Procedures. (a) At or prior to the Effective Time, Parent shall deposit with its transfer agent, who shall act as the "Exchange Agent" for the purpose of exchanging Certificates for the Merger Consideration, in trust for the benefit of holders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.4 and any dividends and other distributions pursuant to Section 2.2. (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates Certificate (the "CERTIFICATES")i) a letter of transmittal, which immediately prior letter shall be in customary form and have such provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Effective Time represented outstanding 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 therefore (A) one or more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Stock whose shares were converted into then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) 2.4 and any dividends or and other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall 2.2. No interest will be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, paid or will accrue on any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to 2.2 or Section 1.7(d) as to 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 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 1.7(d)2.4.

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form for their certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "CERTIFICATES"), Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were (other than certificates representing Company Stock Awards which shall be converted into the right to receive shares of Parent Common Stock pursuant to in accordance with Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.8 hereto) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifybe in customary form and subject to the reasonable approval of the Company prior to the Effective Time) and (ii) instructions for its use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.7 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such holder) and (B) a check in the amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.7 and this Article 2, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.1(c).

Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock the Per Share Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 2.04(a): (iA) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates (or an affidavit of loss in lieu thereof) to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) Agent); and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares (or an affidavit of Parent Common Stock, cash loss in lieu of any fractional shares thereof) pursuant to Section 1.6(fsuch letter of transmittal. (ii) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent of a Certificate (or to such other agent or agents as may be appointed by Parentan affidavit of loss in lieu thereof) for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Shares which such holders have holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), (B) cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 1.6(f3.01(e), and (C) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d3.01(c), and the Certificates Certificate (or an affidavit of loss in lieu thereof) so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only 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 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 Shares, cash in lieu of the issuance of any fractional shares in accordance with Parent Common Shares to which such holder is entitled pursuant to Section 1.6(f3.01(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d3.01(c) may be delivered to a transferee if the Certificate (or an affidavit of loss in lieu thereof) representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.01, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Parent Common Shares, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 3.01(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.01(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates Upon surrender to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions of a Certificate for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such the letter of transmittal, transmittal referred to in SECTION 2.2(a) duly executed and completed and validly executed in accordance with the instructions theretoits terms, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing one or more Parent ADRs representing, in the aggregate, that whole number of whole shares Parent ADSs to be received in accordance with SECTION 2.1(c), (ii) the amount of Parent Common Stock into which their shares of Company Common Stock were converted at dividends or other distributions, if any, with a record date on or after the Effective TimeTime which theretofore became payable with respect to such Parent ADSs in accordance with SECTION 2.2(d), payment and (iii) the cash amount payable in lieu of fractional shares Parent ADSs in accordance with SECTION 2.2(f), in each case which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)the provisions of this Article, and the Certificates Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, one or more Parent ADRs representing that whole number of Parent ADSs to be received in accordance with SECTION 2.1(c), plus any dividends or other distributions to which the transferor would otherwise be entitled pursuant to SECTION 2.2(d), plus the cash amount payable in lieu of fractional Parent ADSs in accordance with SECTION 2.2(f), may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section, outstanding Certificates will be deemed from and subject to SECTION 2.2(d), each Certificate shall, after the Effective Time, represent for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence purposes 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 the whole number of Parent ADSs into which the number of Shares shown thereon have been converted as contemplated by this Article plus the cash amount in cash payable in lieu of the issuance of any fractional shares Parent ADSs in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(dSECTION 2.2(f).

Exchange Procedures. Promptly after the Effective Time, Parent Alydaar shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company DSNC Common Stock whose shares were converted into the right to receive shares of Parent Alydaar Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall 5 11 specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent Alydaar may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Alydaar Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAlydaar, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Alydaar Common Stock into which their shares of Company DSNC Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Alydaar Common Stock into which such shares of Company DSNC Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain containing such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timethat such holder has a right to receive pursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends and or other distributions, to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which issuable in exchange for such shares of Company Common Stock shall have been so converted pursuant to Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent Monsanto shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificate (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall contain be in customary form and have such other provisions as Parent Monsanto may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the applicable Merger Consideration. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing (i) in the case of holders of Common Certificates (A) one or more shares of Monsanto Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f1.8 (after taking into account all shares of PNU Common Stock then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) one or more shares of Monsanto Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares that such holder has the right to receive pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including 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 PNU Common Stock or PNU Convertible Preferred Stock which is not registered in the transfer records of PNU, one or more shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, evidencing, in the aggregate, the proper number of shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, a check in the proper amount of cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d)2.3, and may be issued with respect to such PNU Common Stock or PNU Convertible Preferred Stock, as the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionscase may be, to evidence only such a transferee if the ownership of the number of full shares of Parent Common Stock into which Certificate representing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)paid.

Exchange Procedures. Promptly after the Effective Time, Parent New Andrx shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Andrx Capital Stock or Cybear Capital Stock, as applicable, whose shares were converted into the right to receive shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f2(f) and any dividends or other distributions pursuant to Section 1.7(d2(o), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent New Andrx may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent New Andrx Capital Stock and/or Cybear Tracking Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) as applicable, and any dividends or other distributions pursuant to Section 1.7(d2(o). Upon surrender of the 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock, as applicable, into which their shares of Company Common Andrx Capital Stock or Cybear Capital Stock were converted converted, as applicable, at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) Time and any dividends or distributions payable pursuant to Section 1.7(d2(o), and payment in lieu of fractional shares which the holder has the right to receive pursuant to Section 2(j) and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d2(o) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock into which such shares of Company Common Andrx Capital Stock or Cybear Capital Stock, as applicable, 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 1.7(d2(o). If any portion of the New Andrx Common Stock and/or Cybear Tracking Common Stock (and any dividends or distributions thereon), otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in whose name the Certificate is registered, it shall be a condition to such issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance or payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 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 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock and cash pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) Stock and any dividends or other distributions pursuant to Section 1.7(d)cash. Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock (less the number of Escrow Shares to be deposited into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which Escrow Fund on such holders have the right holder's behalf pursuant to receive Article VII) and cash payable to such Shareholder pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(e) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock and cash into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(e).

Exchange Procedures. Promptly after the Astro Effective Time, Parent HoldCo shall cause instruct the Exchange Agent to mail to each record holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6as of the Parent Effective Time and Company Common Stock as of the Astro Effective Time (in each case, cash in lieu other than (x) holders of any fractional shares pursuant to Section 1.6(fExisting Company Restricted Stock Awards, Existing Parent Restricted Stock Awards, and Existing Parent Stock Options and (y) the Company and any dividends or other distributions pursuant to Section 1.7(dits Subsidiaries and Parent and its Subsidiaries), (i) a letter of transmittal in customary form (which shall specify that that, in respect of certificated shares of Company Common Stock or Parent Common Stock, as applicable, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall contain such other provisions as be in customary form and agreed to by Parent may reasonably specifyand the Company prior to the Parent Effective Time) (the “Letter of Transmittal”) and (ii) instructions (which shall be in customary form and agreed to by Parent and the Company prior to the Parent Effective Time) for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon proper surrender of Certificates Certificates, if any, for cancellation to the Exchange Agent or to together with such letters of transmittal, properly completed and duly executed, and such other agent or agents documents (including in respect of Book-Entry Shares) as may be appointed by Parentrequired pursuant to such instructions, together with such letter each holder who held shares of transmittalCompany Common Stock or Parent Common Stock, duly completed and validly executed in accordance with as applicable, immediately prior to the instructions theretoParent Effective Time or Astro Effective Time, the respectively, (other than (x) holders of such Certificates Existing Company Restricted Stock Awards, Existing Parent Restricted Stock Awards, and Existing Parent Stock Options and (y) the Company and its Subsidiaries and Parent and its Subsidiaries) shall be entitled to receive in exchange therefor certificates representing therefor, (A) shares of New Common Stock which shall be in uncertificated book-entry form and which shall represent, in the aggregate, the number of whole shares of Parent New Common Stock that such holder has the right to receive pursuant to this Article III (after taking into which their account all shares of Company Common Stock were converted at or Parent Common Stock, as applicable, then held by such holder) or as applicable (B) a check or electronic transfer to the Effective Timeaccount of such holder in an amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to this Article III (after taking into account all shares of Company Common Stock or Parent Common Stock, as applicable, then held by such holder), consisting of any cash payable in lieu of any fractional shares of New Common Stock pursuant to Section 3.4(e) and any dividends pursuant to Section 3.4(c). No interest shall be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and of New Common Stock, or any dividends or distributions dividend payable pursuant to Section 1.7(d3.4(c). In the event of a transfer of ownership of shares of Company Common Stock or Parent Common Stock that has not been registered in the transfer records of the Company or Parent, as applicable, the Merger Consideration payable in respect of such shares may be paid to a transferee, if the Certificate representing such shares or evidence of ownership of the Book-Entry Shares is presented to the Exchange Agent, and, in the case of both certificated and book-entry shares of Company Common Stock or Parent Common Stock, as applicable, accompanied by all documents reasonably required to evidence and effect such transfer, and the Certificates so surrendered Person requesting such exchange shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after pay to the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and Exchange Agent in advance any transfer or other distributions, to evidence only the ownership Taxes required by reason of the number delivery of full shares the Merger Consideration in any name other than that of Parent Common Stock into which the record holder of such shares of Company Common Stock or Parent Common Stock, as applicable, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been so converted paid or are not payable. Until such required documentation has been delivered and Certificates, if any, or Book-Entry Shares have been surrendered, as contemplated by this Section 3.4, each Certificate or Book-Entry Shares shall be deemed at any time after the Parent Effective Time or Astro Effective Time, as applicable, to represent only the right to receive an amount upon such delivery and surrender the Merger Consideration payable in respect of shares of Company Common Stock or Parent Common Stock, as applicable, any cash amounts payable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) of New Common Stock and any dividends or distributions payable pursuant to Section 1.7(d3.4(c).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.7, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Parent Common Stock, if any, (i) to be deposited in the Escrow Fund (as defined in Section 7.2(a) below) on such holder's behalf pursuant to Article VII hereof, (ii) for which cash in lieu thereof shall be provided pursuant to Section 5.13 of this Agreement (which cash shall be paid by Parent promptly after surrender of a Certificate as provided in this sentence) and (iii) to be held in a separate escrow account on such holder's behalf (if such holder is ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the "COMPANY EXECUTIVES")) pursuant to the terms of such Company Common Stock were converted at the Effective TimeExecutive's Employment Agreements (as defined in Section 6.3(i)), payment plus cash in lieu of fractional shares in accordance with Section 1.7, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.7, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Section 7.2(a) below) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Shareholder Escrow Amount which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates 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, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 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 1.7(d)1.7.

Exchange Procedures. Promptly Immediately after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company NRI Common Stock whose shares were converted into the right to receive shares of Parent Common Stock the Merger Shares and the Cash Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dSECTION 1.5(a), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fMerger Shares (less the Escrow Shares) and any dividends or other distributions pursuant to Section 1.7(dCash Consideration (less the Escrow Cash). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates and PurchasePro shall promptly cause to be issued, a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at Merger Shares (less the Effective TimeEscrow Shares), cash payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) SECTION 1.5, and any dividends or distributions payable pursuant to Section 1.7(dsuch holder's pro rata portion of the Cash Consideration (less the Escrow Cash), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of NRI Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock Merger Shares (less the Escrow Shares), the pro rata portion of the Cash Consideration (less the Escrow Cash) into which such shares of Company PurchasePro Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)SECTION 1.5.

Exchange Procedures. Promptly after the Effective Time, Parent the ------------------- Surviving Corporation shall cause to be mailed or provided at the Exchange Agent to mail Closing to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Shareholder (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates 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 Merger Shares pursuant to Section 1.6(a), shall pass, only upon delivery of the Certificates to the -------------- Exchange Agent and shall contain be in such form and have such other provisions consistent herewith as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Merger Shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and a Shareholder Certificate in the form of Exhibit E hereto, duly completed and validly executed in --------- accordance with the instructions thereto, the holders of such Certificates a Company Shareholder shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole Merger Shares (less the number of shares of Parent Common Stock into which their shares of Company Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such holders have the right to receive Company Shareholder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, ----------- and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the ----------- Escrow Agent (as defined in Article VII) a certificate or certificates ----------- representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate ----------- that, prior to the Effective Time, represented shares of the Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly after the later of (i) the Effective TimeTime or (ii) determination of the number of Merger Consideration Shares issuable to ECO Convertible Securities Holders and the number of Remaining Consideration Shares, Parent Public Company shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares ECO Cancelled Shares and/or Cancelled ECO Convertible Securities, which were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash of the Public Company in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Public Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash Stock of the Public Company and (iii) a Lock-Up and Installment Re-Sales Restriction Agreement in lieu the form of any fractional shares pursuant Exhibit A to Section 1.6(fthis Agreement (the "Lock-Up Agreement") and (iv) a general release in form and substance acceptable to Public Company releasing Surviving Company and Public Company from any dividends or other distributions pursuant and all liabilities of ECO to Section 1.7(d)such holder of Certificates. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPublic Company, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor therefore certificates representing the number of whole shares of Parent Common Stock of the Public Company into which their shares of Company Common Stock ECO Cancelled Shares and Cancelled ECO Convertible Securities were converted at the Effective Time, payment Time in lieu accordance with the provision of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)this Agreement, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, purposes to evidence only the ownership of the number of full shares of Parent Common Stock of Public Company into which such shares of Company Common Stock ECO Cancelled Shares and Cancelled ECO Convertible Securities shall have been so converted and the right to receive an amount in cash in lieu converted. All certificates for Common Stock of Public Company issued as a result of the issuance conversion of any fractional shares ECO Cancelled Shares and Cancelled ECO Convertible Securities in accordance with Section 1.6(f) the Merger will be held in escrow and any dividends or distributions payable pursuant subject to Section 1.7(d)release following the expiration of the period during which the owner has agreed not to re-sell in the Lock-Up Agreement.

Exchange Procedures. Promptly Immediately after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company NRI Common Stock whose shares were converted into the right to receive shares of Parent Common Stock the Merger Shares and the Cash Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dSECTION 1.5(a), (i) a letter of transmittal transmittal, (ii) an Investment Representation Letter (as defined in customary form SECTION 1.12 herein), (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions iii) a Shareholder Waiver Agreement (as Parent may reasonably specifydefined in SECTION 5.1(g) herein) and (iiiv) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fMerger Shares (less the Escrow Shares) and any dividends or other distributions pursuant to Section 1.7(dCash Consideration (less the Escrow Cash). Upon surrender of Certificates (i) a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with and (ii) such letter of transmittal, Investment Representation Letter and Shareholder Waiver Agreement, each duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates and PurchasePro shall promptly cause to be issued, a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at Merger Shares (less the Effective TimeEscrow Shares), cash payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) SECTION 1.5, and any dividends or distributions payable pursuant to Section 1.7(dsuch holder's pro rata portion of the Cash Consideration (less the Escrow Cash), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of NRI Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock Merger Shares (less the Escrow Shares), the pro rata portion of the Cash Consideration (less the Escrow Cash) into which such shares of Company PurchasePro 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 1.5. 2.4 Section 1.6(f) and any dividends or distributions payable pursuant 1.9 of the Original Agreement is hereby amended to Section 1.7(d).read, in its entirety, as follows:

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- Inforetech shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCompany Certificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent Inforetech and which shall contain be in such form and have such other provisions as Parent Inforetech may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f2.7(c) and any dividends or other distributions pursuant to Section 1.7(d2.6(b). Upon surrender of Company Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentInforetech, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Company Certificates shall be entitled to receive the Merger Consideration in exchange therefor certificates representing (subject to the number escrow of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeIndemnification Escrow Shares pursuant to Section 11.1), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f2.7(c) and any dividends or distributions payable pursuant to Section 1.7(d2.6(b), and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions2.9, to evidence only the ownership of the number of full shares of Parent Inforetech Common Stock into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.7(c) and any dividends or distributions payable pursuant to Section 1.7(d2.6(b). Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to Inforetech as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to Inforetech, and, thereupon, such holder shall be entitled to receive the Merger Consideration in exchange therefor (subject to the escrow of the Indemnification Escrow Shares pursuant to Section 11.1), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 2.7(c) and any dividends or distributions payable pursuant to Section 2.6(b), and the Company Certificates so surrendered shall forthwith be canceled. Additional Merger Shares, if any, to be issued pursuant to Section 2.7(a)(ii) shall be issued by Inforetech within fifteen (15) business days following the date on which it has been determined that a milestone has been achieved.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause to be mailed or provided at the Exchange Agent to mail Closing to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Stockholder (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates 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 Merger Shares pursuant to Section 1.6(a), shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions consistent herewith as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Merger Shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and a Stockholder Certificate in the form of Exhibit G hereto, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates a Company Stockholder shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole Merger Shares (less the number of shares of Parent Common Stock into which their shares of Company Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such holders have the right to receive Company Stockholder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, and in any event not later than ten (10) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 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 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent shall cause to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu 1.6 and the Agreement of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation (or an appropriate affidavit as provided in Section 1.10 hereof) 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, the holders holder of such Certificates Certificate shall be entitled to promptly receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Section 1.6(d) and Article VIII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) 1.6 and any dividends or distributions payable pursuant to Section 1.7(d)the Agreement of Merger, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly (a) At and after the Effective Time, Parent each certificate theretofore representing shares of Company Common Stock (each, a "Certificate") shall represent only the right to receive the applicable portion of the Merger Consideration without interest. (b) As of the Effective Time, Monarch shall deposit, or shall cause to be deposited, with such bank or trust company as Monarch shall elect (which may be a Subsidiary of Monarch) (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 1.3, certificates representing the shares of Monarch Common Stock and cash in lieu of fractional shares to be exchanged pursuant to Section 1.2 hereof for outstanding shares of Company Common Stock. (c) As soon as practicable after the Effective Time, Monarch shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (Certificates the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), following: (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates and, in the case of holders of more than 5% of the Company Common Stock at the Effective Time, the letter referred to in Section 4.13(b) hereof, to the Exchange Agent Agent, which transmittal letter shall be in a form and shall contain such any other customary provisions as Parent Monarch may reasonably specify) determine; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares the applicable portion of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon the proper surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (1) a certificate representing the number of whole shares of Parent Monarch Common Stock into and (2) a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, which their such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions hereof, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of any shares of Company Common Stock were converted at not registered in the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership transfer records of the number of full shares of Parent Common Stock into which Company, the exchange described in this Section 1.3(c) may nonetheless be effected if the Certificate representing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Monarch and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 1.3(e) hereof and (ii) to evidence that all applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)paid.

Exchange Procedures. Promptly (a) Prior to the Effective Time, Parent shall appoint a commercial bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "Exchange Agent"). At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the Record Holders, the Closing Merger Consideration issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock in the Merger pursuant to Section 1.8. Parent agrees to make available to the Exchange Agent from time to time, as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 1.12(g) and any dividends and other distributions pursuant to Section 1.12(f). (b) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of the Company Common Stock on the records of the Company. From and after the Effective Time, the Record Holders of Certificates representing ownership of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have rights with respect to such Company Common Stock, except as otherwise provided for herein. The shares of Parent Common Stock issuable in the Merger shall be deemed to have been issued at the Effective Time. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the applicable Closing Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 1.12(g) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 1.12(f) without interest. (c) As soon as reasonably practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) Record Holder 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 to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificate (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall contain be in such form and have such other provisions as Parent may reasonably specify) , and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing the Closing 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) shares of Parent Common StockStock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8, and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article I, including cash in lieu of any fractional shares of applicable Parent Common Stock pursuant to Section 1.6(f1.12(g) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation 1.12(f) (after giving effect 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(drequired tax withholdings from cash payments), and in each case the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from and after the Effective Timepaid or will accrue on any cash payable pursuant to this Article I, for all corporate purposes, subject including cash payable pursuant to Section 1.7(d1.12(f) as or Section 1.12(g). (d) A Record Holder is not entitled to receive Contingent Merger Consideration (if any) until he or she exchanges his or her Certificates in accordance with Section 1.12(c) or otherwise complies with Section 1.12(e). (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the agreement by such Person to provide an indemnity against any claim that may be made against Parent, any of its affiliates, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Closing Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock, and unpaid dividends and other distributions, to evidence only the ownership of the number of full distributions on shares of Parent Common Stock into deliverable in respect thereof, pursuant to this Agreement. (f) No dividends or other distributions declared or made with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the Record Holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such Record Holder pursuant to Section 1.12(g) until such Record Holder shall surrender such Certificate in accordance with this Section 1.12. Subject to the effect of applicable Laws, following surrender of any such Certificate, there shall be paid to such Record Holder of shares of Parent Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.12(g) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Company Parent Common Stock. (g) (i) No certificates or scrip or shares of Parent Common Stock representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have been so converted and the right to receive an amount in cash in lieu any rights of the issuance a stockholder of any fractional Parent or a holder of shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)of Parent Common Stock.

Exchange Procedures. (a) Promptly after the Effective Time, New ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Conoco Certificate (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Conoco Certificates shall pass, only upon proper delivery of the Conoco Certificates to the Exchange Agent Agent, and which letter shall contain be in customary form and have such other provisions as Parent Phillips or Conoco may reasonably specifyspecify (such letter to be reaso▇▇▇▇▇ ▇▇ceptable to Phillips and Conoco prior to the Effective Time) and (ii) instructions for use in instruct▇▇▇▇ ▇▇▇ effecting the surrender of the such Conoco Certificates in exchange for certificates representing shares of Parent Common Stockthe Conoco Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)of New Parent Common Stock. Upon surrender of Certificates for cancellation a Conoco Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Conoco Certificate shall be entitled to receive in exchange therefor (A) certificates representing the number of whole shares of New Parent Common Stock into which their representing, in the aggregate, the whole number of shares of Company New Parent Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f3.2 (after taking into account all shares of Conoco Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of New Parent Common Stock pursuant to Section 3.10 and dividends and other distributions pursuant to Section 3.8. Any uncertificated shares of Conoco Common Stock in book-entry form shall be deemed surrendered to the Exchange Agent at the Effective Time, and each holder thereof shall be entitled to receive (A) certificates representing shares of New Parent Common Stock representing, in the aggregate, the whole number of shares of New Parent Common Stock that such holder has the right to receive pursuant to Section 3.2 (after taking into account all shares of Conoco Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of New Parent Common Stock pursuant to Section 3.10 and dividends and other distributions pursuant to Section 3.8. Until such time as a certificate representing New Parent Common Stock is issued to or at the direction of the holder of a surrendered Conoco Certificate, such New Parent Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter. No interest will be paid or will accrue on any cash payable pursuant to Section 3.8 or Section 3.10. In the event of a transfer of ownership of Conoco Common Stock that is not registered in the transfer records of Conoco, one or more shares of New Parent Common Stock evidencing, in the aggregate, the proper number of shares of New Parent Common Stock, a check in the proper amount of cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of New Parent Common Stock pursuant to Section 3.10 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d)3.8, may be issued with respect to such Conoco Common Stock to such a transferee if the Conoco Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (b) Each certificate representing shares of Phillips Common Stock prior to the Certificates so surrendered Effective Time (a "Phillips Cer▇▇▇▇▇▇▇▇") (and each uncertificated -------------------- share of Phillips Common Stock in book-entry form, if any, prior to the Eff▇▇▇▇▇▇ ▇ime) shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the represent an equivalent number of full shares of New Parent Common Stock into which such shares of Company Common Stock shall have been so converted and without any action on the right to receive an amount in cash in lieu part of the issuance holder thereof provided, however, that if an exchange of Phillips Certificates for new -------- ------- certificates is re▇▇▇▇▇▇ ▇y law or applicable rule or regulation, or is requested by any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant holder thereof, the parties will cause New Parent to Section 1.7(d)arrange for such exchange on a one-share-for-one-share basis.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES")certificates, which immediately prior to the Effective Time represented outstanding shares of Company Lev Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu Stock and shares of any fractional shares Parent Preferred Stock pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.6(a). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock and Parent Preferred Stock into which their shares of Company Lev Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(a), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock and Parent Preferred Stock into which such -------------------------------------------------------------------------------- 4 shares of Company Lev Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock and Parent Preferred Stock under the right to receive an amount in cash in lieu Certificate of Incorporation or Bylaws of Parent or under the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(dNCL).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) Form W-9 and (iii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at such holders have the Effective Timeright to receive pursuant to Section 1.6(e), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or will accrue on the cash consideration payable upon the surrender of any Certificate.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to before the Effective Time represented outstanding shares of Company Common Stock Capital Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to under Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may and Company mutually and reasonably specifyagree before the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be reasonably appointed by Parent, together with such letter of transmittal, duly completed and validly executed in material accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefore, at the Closing or at the Subsequent Closing, as the case may be, a certificate representing the number of whole shares of Parent Common Stock into which their (less, at the Closing, the number of shares of Company Parent Common Stock were converted at deposited into the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to escrow account under Section 1.6(f1.8(i) and any dividends or distributions payable pursuant to Section 1.7(d7.2), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, before the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted converted. The holder of each Certificate shall receive such holder's respective PRO RATA portion of (A) the Aggregate Number of Parent Shares at the Closing (based on the Exchange Ratio) and (B) the Additional Parent Shares (based on the Additional Stock Exchange Ratio) and the right to receive an amount in cash in lieu of Undistributed Converted Debt Parent Shares (based on the issuance of any fractional Undisputed Stock Exchange Ratio) with receipt for such shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)at the Subsequent Closing.

Exchange Procedures. Promptly after (a) As of the Effective TimeTime of the Merger, Parent BPFH shall cause have deposited with the Exchange Agent for the benefit of the holders of shares of Bank Stock, for exchange in accordance with this Section 2.6 through the Exchange Agent, certificates representing the shares of BPFH Stock issuable pursuant to Section 2.2 ("New Certificates") in exchange for certificates representing the shares of Bank Stock outstanding immediately prior to the Effective Time of the Merger ("Old Certificates"), and an estimated amount of cash to be paid in lieu of fractional shares of BPFH Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.5 of this Agreement (such cash (without any interest thereon) and New Certificates, collectively, the "Exchange Fund"). (b) BPFH shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record (as excluding holders of the Effective TimeBank Perfected Dissenting Shares) of a certificate an Old Certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificates whose shares were converted into the right to receive shares of Parent Common BPFH Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.2 hereof, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent BPFH and Bank may reasonably specify) ), shall be in such form and have such other provisions as BPFH and Bank may reasonably specify), and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the New Certificates. Upon surrender of Certificates an Old Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentBPFH, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Old Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Parent Common BPFH Stock into which their shares of Company Common Stock were converted at the Effective Time, payment and cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) Sections 2.2 and any dividends or distributions payable pursuant to Section 1.7(d)2.5 hereof, and the Certificates Old Certificate so surrendered shall forthwith be canceled. Until so In the event an Old Certificate is surrendered, outstanding Certificates will the transfer of ownership of which is not registered in the transfer records of Bank, a New Certificate representing the proper number of shares may be issued to a transferee if the Old Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.6, each Old Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership Time of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and Merger to represent only the right to receive an amount in upon such surrender the New Certificate and cash in lieu of any fractional shares of stock as contemplated by this Section 2.6. Notwithstanding anything to the issuance contrary set forth herein, if any holder of any shares of Bank Stock should be unable to surrender the Old Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to BPFH and shall be entitled to receive the New Certificate representing the proper number of shares of BPFH Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.5 hereof. (c) No dividends or other distributions declared or made with respect to BPFH Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of BPFH Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.6(f2.5 until the holder of record of such Old Certificate shall surrender such Old Certificate. Subject to the effect of applicable laws, following surrender of any such Old Certificate, the record holder thereof, shall be entitled to receive, without interest thereon, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of BPFH Stock to which such holder is entitled pursuant to Section 2.5 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 BPFH Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of BPFH Stock. (d) All shares of BPFH Stock issued upon the surrender for exchange of Bank Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.5) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Bank Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Bank Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Old Certificates are presented to BPFH for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Bank following the passage of six months after the Effective Time of the Merger shall be delivered to BPFH and any shareholders of Bank who have not theretofore complied with this Section 2.6 shall thereafter look only to BPFH for payment of their claim for BPFH Stock, any cash in lieu of fractional shares of BPFH Stock and any unpaid dividends or distributions payable with respect to BPFH Stock, in each case, without any interest thereon. (f) Notwithstanding the provisions of this Section 2.6, neither the Exchange Agent nor any party hereto or any affiliate thereof, shall be liable to any former holder of shares of Bank Stock for any amounts of shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of BPFH Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of BPFH Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of Bank for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of BPFH Stock until BPFH has received a written agreement from such person as provided in Section 1.7(d)6.7.

Exchange Procedures. Promptly after On the Effective TimeClosing Date, Parent shall cause the Stockholders will surrender the certificates representing their NTC Capital Stock (the "NTC Certificates") to the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) for cancellation together with a letter of transmittal in customary such form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain having such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)request. Upon surrender of Certificates a NTC 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, Exchange Agent will promptly deliver to the holders holder of such Certificates shall be entitled to receive NTC Certificate in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares which General Escrow Fund on such holders have the right to receive holder's behalf pursuant to Section 1.6(f2.1(b) and any dividends or distributions payable Article IX) to which such Stockholder is entitled pursuant to Section 1.7(d)1.8, and the Certificates NTC Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates NTC Certificate that, prior to the Effective Time, represented shares of NTC Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to other than the payment of dividends as provided in Section 1.7(d) as to dividends and other distributions2.1(d), to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which such shares of Company Common NTC Capital Stock shall have been so converted pursuant to Article I. As soon as practicable after the Effective Time, and the right subject to receive an amount in cash in lieu of the issuance of any fractional shares and in accordance with Section 1.6(f) the provisions of Article IX hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing the General Escrow Amount, which shall be registered in the books of Parent in the name of the Escrow Agent. Such shares shall be beneficially owned by the holder on whose behalf such shares were deposited in the General Escrow Fund and any dividends or distributions payable pursuant shall be available to Section 1.7(d)compensate Parent as provided in Article IX.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund (as defined in Section 7.5 below) on such holder's behalf pursuant to Section 7.5 hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Notwithstanding the provisions contained in Section 1.6(g), any fractional share that would otherwise result from the issuance of a certificate representing the shares of Parent Common Stock to be deposited into escrow pursuant to Article VII hereof shall be rounded down to the nearest whole share and any fraction of a share that would otherwise result from the issuance of a certificate representing the remaining shares of Parent Common Stock which each such shareholder would otherwise be entitled to receive under Section 1 by virtue of ownership of outstanding shares of Company Common Stock shall be rounded up to the nearest whole share. Such shares shall be owned beneficially and of record by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable 1.6. Parent shall use its reasonable efforts to cause the Exchange Agent to issue to each Company stockholder the Parent Common Stock pursuant to Section 1.7(d)1.6 within 5 business days after the Exchange Agent receives all documents necessary to effect such exchange, properly completed, guaranteed and presented for transfer, from each such Stockholder.

Exchange Procedures. Promptly As soon as reasonably practicable, and in any event within five (5) Business Days after the Effective Time, Parent shall cause the Exchange Surviving Corporation will instruct the Paying Agent to mail to (A) each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which Common Stock Certificate that immediately prior to the Effective Time represented evidenced outstanding shares (other than Excluded Shares and Dissenting Shares) of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fand (B) and any dividends or other distributions pursuant to Section 1.7(d)each Series E Distribution Holder, (i1) a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Common Stock Certificates or Series E Stock Certificates, as applicable, shall pass, only upon proper delivery of the Common Stock Certificates or Series E Stock Certificates, as applicable, to the Exchange Paying Agent and shall contain be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii2) instructions for use in effecting the surrender of the Common Stock Certificates in exchange for certificates representing shares the amount of Parent Common Stock, cash in lieu of any fractional shares Merger Consideration therefor pursuant to Section 1.6(f1.07(a) and any dividends or other distributions the surrender of the Series E Stock Certificates in exchange for the amount of the Series E Distribution therefor pursuant to Section 1.7(d1.07(d). Upon surrender of Certificates a Common Stock Certificate or a Series E Stock Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such a letter of transmittal, duly completed executed, and validly executed in accordance with the such other customary documents as may be required pursuant to such instructions thereto(collectively, the holders "TRANSMITTAL DOCUMENTS"), the holder of such Certificates Common Stock Certificate or Series E Stock Certificate shall be entitled to receive in exchange therefor certificates representing therefor, (i) in the number case of whole the Common Stock Certificate, the Merger Consideration for each share of Common Stock formerly represented by such Common Stock Certificate, and (ii) in the case of the Series E Stock Certificate, the Series E Distribution for the fractional shares of Parent Common Series E Preferred Stock into which their shares formerly represented by such Series E Stock Certificate, in each case without any interest thereon, less any required withholding of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Taxes, and the Certificates Common Stock Certificate or Series E Stock Certificate so surrendered shall forthwith thereupon be canceled. Until In the event of a transfer of ownership of Common Stock or Series E Preferred Stock that is not registered in the transfer records of the Company, the Merger Consideration or Series E Distribution may be issued and paid in accordance with this Article II to the transferee of such shares if the Common Stock Certificate or Series E Stock Certificate, as applicable, evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer. In such event, the signature on the Common Stock Certificate or Series E Stock Certificate, as applicable, or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration or Series E Distribution must either pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Common Stock Certificate or Series E Stock Certificate so surrendered, outstanding Certificates surrendered or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. The Merger Consideration or Series E Distribution will be delivered by the Paying Agent as promptly as practicable following surrender of a Common Stock Certificate or Series E Stock Certificate, as applicable, and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on any Merger Consideration or Series E Distribution. Until surrendered in accordance with this Section 2.01, each Common Stock Certificate or Series E Stock Certificate held by a Series E Distribution Holder shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, Time to evidence only the ownership right to receive, upon such surrender, in the case of Common Stock Certificate, the Merger Consideration for each share of Common Stock (other than Excluded Shares and Dissenting Shares) formerly represented by such Common Stock Certificate, and in the case of Series E Stock Certificate, the Series E Distribution for the fractional shares of Series E Preferred Stock formerly represented by such Series E Stock Certificate. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the number Surviving Corporation. The Merger Consideration delivered upon surrender of full shares of Parent the 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 Certificates in accordance with Section 1.6(f) and any dividends or distributions payable pursuant the terms hereof shall be deemed to Section 1.7(d)have been paid in full satisfaction of all rights pertaining to such shares. The Series E Distribution delivered upon surrender of the Series E Stock Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such fractional shares of Series E Preferred Stock.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock whose shares were converted into the right to receive shares of Parent Guarantor Common Stock Shares pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.09, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Guarantor Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares. Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Guarantor Common Stock Shares into which their shares of the Company Common Stock were converted at the Effective Time, (or an equivalent evidence of ownership of Guarantor Common Shares under Guarantor's direct registration system) payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.10(e) and any dividends or distributions payable pursuant to Section 1.7(d1.10(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of right to receive the number of full shares of Parent Guarantor Common Stock Shares into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.10(e) and any dividends or distributions payable pursuant to Section 1.7(d1.10(d). No interest will be paid or accrued on any cash in lieu of fractional Guarantor Common Shares or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of the Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of Guarantor Common Shares (or an equivalent evidence of ownership of Guarantor Common Shares under Guarantor's direct registration system) may be issued to a transferee if the Certificate representing such shares of the Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after (a) Prior to the Effective TimeClosing Date, Parent ▇▇▇▇▇▇▇ shall cause appoint IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company or such other third party as shall be reasonably satisfactory to Concept to act as exchange agent (the "Exchange Agent") in the Merger. (b) ▇▇▇▇▇▇▇ shall make available to the Exchange Agent to for exchange in accordance with this Section 2.2 the ▇▇▇▇▇▇▇ Shares in exchange for all of the Concept Shares. (c) Within five business days of the Closing Date, the Exchange Agent or ▇▇▇▇▇▇▇ shall mail to each holder of record (as of the Effective Timecertificate(s) of a certificate or certificates other documents which represent Concept Shares (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock be exchanged pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 2.2 hereof (i) a letter of transmittal in customary form (which shall specify that that, with respect to the Certificates, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may ▇▇▇▇▇▇▇ and the Exchange Agent shall reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)▇▇▇▇▇▇▇ Shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent▇▇▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing his pro rata allocation of the ▇▇▇▇▇▇▇ Shares as to which such holder is entitled pursuant to Section 2.2 hereof. Certificates so surrendered pursuant to this Section 2.3 shall forthwith be canceled (if not otherwise canceled or terminated in accordance with their terms). In the event of a transfer of ownership of Concept Shares which is not registered on the transfer records of Concept, the appropriate number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted ▇▇▇▇▇▇▇ Shares may be delivered to a transferee if the Certificate representing such transferred security is presented to the Exchange Agent and accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time, payment in lieu of fractional shares which such holders have Time to represent solely the right to receive upon such surrender that number of ▇▇▇▇▇▇▇ Shares (without interest and subject to applicable withholding, escheat and other laws) to which such holder is entitled. (d) Notwithstanding anything to the contrary in this Section 2.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of Concept Shares for any amount properly paid to a public official pursuant to Section 1.6(fany applicable abandoned property, escheat or similar law. (e) and any dividends or distributions payable pursuant The ▇▇▇▇▇▇▇ Shares paid in accordance with the terms hereof shall be deemed to Section 1.7(d)be in full satisfaction of all rights pertaining to such Concept Shares, and there shall be no further registration of transfers on the Certificates so surrendered shall forthwith be canceledrecords of the Surviving Corporation of Concept Shares. Until so surrenderedIf, outstanding Certificates will be deemed from and after the Effective Time, Certificates are presented to the Surviving Corporation for all corporate purposesany reason, subject to they shall be canceled and exchanged as provided in Section 1.7(d2.2. (f) as to dividends and other distributions, to evidence only In the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock event any Certificates evidencing Concept Shares shall have been so converted and lost, stolen or destroyed, the right to receive Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an amount in cash in lieu affidavit of that fact by the issuance holder thereof, such holders pro rata allocation of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable ▇▇▇▇▇▇▇ Shares, as may be required pursuant to Section 1.7(d)2.2; provided, however, that ▇▇▇▇▇▇▇ may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against ▇▇▇▇▇▇▇ or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Article VII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock ADSs pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates American Depositary Receipts ("ADRs") representing shares of Parent Common StockADSs, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates ADRs representing the number of whole shares of Parent Common Stock ADSs into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock ADSs 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after At the Effective TimeClosing, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose and which shares were converted into the right to receive shares of Parent Acquiror Common Stock pursuant to Section 1.62.6, shall deliver the Certificates to the Acquiror. Upon surrender of a Certificate for cancellation and a stock power indorsed in blank with respect to the shares held pursuant to Article 8, Acquiror shall deliver to the holder of such Certificate in exchange therefor (i) a certificate representing the number of whole shares of Acquiror Common Stock (less the number of shares of Acquiror Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 8), to which such holder is entitled pursuant to Section 2.6, and the Certificate so surrendered shall be canceled and (ii) cash in lieu of any fractional shares to which such holder is entitled pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.6(g), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected. As soon as practicable after the Effective Time, and risk of loss subject to and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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 theretoprovisions of Article 8, the holders Acquiror shall cause to be distributed to the Depositary Agent a certificate or certificates (in such denominations as may be requested by the Depositary Agent), registered in the name of such Certificates each former stockholder of the Company, representing that number of shares of Acquiror Common Stock equal to the Escrow Amount. Such shares shall be entitled beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to receive compensate the Acquiror as provided in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledArticle 8. Until so surrendered, each outstanding Certificates Certificate will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Acquiror 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly Within five business days after the Effective Time, Parent shall cause the Exchange Agent shall cause to mail be delivered to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Broo▇▇ ▇▇▇mon Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 2.7 (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may Broo▇▇ ▇▇▇ reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent Common Broo▇▇ ▇▇▇mon Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required by such instructions, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing a certificate evidencing the number of whole shares of Parent Common Broo▇▇ ▇▇▇mon Stock into which their such shares of Company Common Capital Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, evidenced shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends and or other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Broo▇▇ ▇▇▇mon Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly after the Effective Time, the Parent and the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose and which shares were converted into the right to receive shares the portion of Parent Common Stock pursuant the Merger Consideration issuable with respect to Section 1.6, cash in lieu of any fractional such shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.7, (i) a letter of transmittal in customary form (which shall shall, specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number portion of whole shares the Merger Consideration issuable pursuant to Section 1.7 (less the portion of Parent Common Stock into which their the Merger Consideration to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 below) as and when the Exchange Agent receives the Merger Consideration with respect to the shares of Company Common Capital Stock were converted at the Effective Time, payment in lieu of fractional shares which represented by such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Certificate, and the Certificates Certificate so surrendered shall forthwith be canceled. Subject to and in accordance with the provisions of Article 7 hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article 7) a certificate or certificates representing the number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article 7. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.8(a) and any dividends or distributions payable the portion of the Merger Consideration issuable pursuant to Section 1.7(d)1.7 (less the Escrow Amount to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 below) as and when the Exchange Agent receives the Merger Consideration with respect to the shares of Company Capital Stock represented by such Certificate.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into (other than Dissenting Shares, if applicable) (collectively, the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"CERTIFICATES"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in respect of the shares of Company Common Stock were converted at formerly evidenced by such Certificate in accordance with Section 2.01, less that holder's pro rata portion of the Effective Time, payment shares (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.02(e) (such shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 1.7(dcash, if any, being collectively, the "MERGER CONSIDERATION"), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate evidencing the proper number of full shares of Parent Common Stock into which may be issued in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company Common Stock shall 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 so converted and paid. Until surrendered as contemplated by this Section 2.02, each of the Certificates shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of receive, upon such surrender, the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Merger Consideration. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exchange Procedures. Promptly after (a) At the Effective TimeTime of the Merger, Parent shall cause deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time of the Merger, for exchange in accordance with this Section 2.5 through the Exchange Agent, cash in the amount of the aggregate Merger Consideration payable to such holders of Company Stock pursuant to Section 2.2 in exchange for their shares of Company Stock (collectively, the "EXCHANGE FUND"). (b) Parent shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record of shares of Company Stock which are represented by (as of the Effective Timex) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock (the "CERTIFICATES") or (y) an entry to that effect in the shareholder records maintained on behalf of Company by Company's stock transfer agent (the "BOOK ENTRY SHARES"), whose shares were converted into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.2 hereof, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent and Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, or authorizing transfer of Book Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates shares of Company stock shall be entitled to receive in exchange therefor certificates representing the number amount of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Merger Consideration which such holders have holder has the right to receive pursuant to Section 1.6(f) 2.2 hereof, and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Section 2.5, outstanding Certificates will each Certificate and any Book Entry Shares shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership Time of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and Merger to represent only the right to receive an amount upon such surrender the Merger Consideration to be paid in cash consideration therefor upon surrender of such Certificate or transfer of the Book Entry Shares, as the case may be, as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Stock that are not Book Entry Shares should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu of thereof a bond in form and substance and with surety reasonably satisfactory to Parent and shall be entitled to receive the issuance of any fractional shares Merger Consideration to be paid in consideration therefor in accordance with Section 1.6(f2.2 hereof. (c) If, after the Effective Time of the Merger, Certificates or Book Entry Shares are presented to Parent for any reason, they shall be canceled and exchanged as provided in this Agreement. (d) Any portion of the Exchange Fund which remains undistributed to the stockholders of Company following the passage of twelve months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any dividends stockholders of Company who have not theretofore complied with this Section 2.5 shall thereafter look only to Parent for payment of their claim for the Merger Consideration payable in consideration for any Certificate or distributions payable transfer of any Book Entry Shares. (e) Except as otherwise required by law, none of Parent, Company or the Surviving Corporation shall be liable to any holder of shares of Company Stock for such cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) The parties acknowledge that the dissenters' rights provisions of Sections 21-20,137 to 21-20,150 of the NBCA shall not be applicable to the Merger by reason of Section 1.7(d)21-20,138(3) of the NBCA.

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, and in any event not later than ten (10) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe 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 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 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund (as defined in Section 8.2) on such holder's behalf pursuant to Article VIII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to 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 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 share in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6. (d).

Exchange Procedures. Promptly (a) Appropriate transmittal materials ("LETTER OF TRANSMITTAL") in a form satisfactory to FFBSW and GFSB shall be mailed within five (5) business days after the Effective Time to each holder of record of GFSB Common Stock as of the Effective Time who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of GFSB Common Stock to be converted thereby. (b) At and after the Effective Time, Parent each Certificate (except as specifically set forth in Section 2.5(d)) shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into represent only the right to receive shares of Parent Common Stock pursuant the Merger Consideration. (c) Prior to Section 1.6the Effective Time, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), FFBSW shall (i) reserve for issuance with its transfer agent and registrar a letter sufficient number of transmittal in customary form shares of FFBSW Common Stock to provide for payment of the aggregate Stock Consideration and (which ii) deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of GFSB Common Stock, an amount of cash sufficient to pay the aggregate Cash Consideration. (d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, (ii) be in a form and shall contain such any other provisions as Parent FFBSW may reasonably specify) determine and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon the proper surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Parent FFBSW Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f) 2.5, if any, and a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 2.5, if any, (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.5, and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d2.5), and the . Certificates so surrendered shall forthwith be canceled. Until so surrenderedAs soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, outstanding the Exchange Agent shall distribute FFBSW Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of FFBSW Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of GFSB Common Stock not registered in the transfer records of GFSB, the Merger Consideration shall be issued to the transferee thereof if the Certificates will representing such GFSB Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FFBSW and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to FFBSW Common Stock issued pursuant to this Agreement shall be deemed remitted to any person entitled to receive shares of FFBSW Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such person's Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of FFBSW Common Stock represented by such person's Certificates. (f) The stock transfer books of GFSB shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of GFSB of any shares of GFSB Common Stock. If, after the Effective Time, Certificates are presented to FFBSW, they shall be canceled and exchanged for all corporate purposes, subject the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 1.7(d) 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the stockholders of GFSB for one year after the Effective Time shall be repaid by the Exchange Agent to FFBSW upon the written request of FFBSW. After such request is made, any stockholders of GFSB who have not theretofore complied with this Section 2.7 shall look only to FFBSW for the Merger Consideration deliverable in respect of each share of GFSB Common Stock such stockholder holds, as determined pursuant to dividends and other distributionsSection 2.5 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to evidence only the extent permitted by any abandoned property, escheat or other applicable laws, become the property of FFBSW (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of GFSB Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) FFBSW and the Exchange Agent shall be entitled to rely upon GFSB's stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, FFBSW and the number of full shares of Parent Common Stock into which such shares of Company Common Stock Exchange Agent shall be entitled to deposit any Merger Consideration deliverable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been so converted and lost, stolen or destroyed, upon the right making of an affidavit of that fact by the person claiming such Certificate to receive an be lost, stolen or destroyed and, if required by the Exchange Agent or FFBSW, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in cash exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable respect thereof pursuant to Section 1.7(d)2.5.

Exchange Procedures. Promptly after the Effective Time, Parent Electronic Arts shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Maxis Common Stock whose shares were converted into the right to receive shares of Parent Electronic Arts Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent Electronic Arts may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Electronic Arts Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentElectronic Arts, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Electronic Arts Common Stock into which their shares of Company Maxis Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Electronic Arts Common Stock into which such shares of Company Maxis Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent may reasonably specifyrequire) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 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 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent to to, mail to each holder Holder of record (NNA Common Stock as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding whose shares of Company NNA Common Stock whose shares were converted into the right to receive shares the Merger Consideration a form of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the NNA Certificates shall pass, only upon proper delivery of the NNA Certificates (or lost certificate affidavit as contemplated by this Section 2.3(b)) to the Exchange Agent or, in the case of Book-Entry NNA Common Stock, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall contain be in such customary form and have such other provisions as Parent and NNA may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant agree prior to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time) and instructions for effecting the Surrender of such NNA Certificates (or lost certificate affidavit as contemplated by this Section 2.3(b)) or Book-Entry NNA Common Stock in exchange for, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) as applicable, whole Parent Common Units and any dividends or distributions payable pursuant to Section 1.7(d2.3(c) or Section 2.3(d). Subject to Section 2.3(c), upon Surrender to the Exchange Agent of such NNA Certificates (or lost certificate affidavit as contemplated by this Section 2.3(b)) or Book-Entry NNA Common Stock, together with such properly completed and duly executed Letter of Transmittal and such other documents as may reasonably be required by the Exchange Agent, the Holder of an NNA Certificate (or lost certificate affidavit as contemplated by this Section 2.3(b)) or Book-Entry NNA Common Stock shall be entitled to receive in exchange therefor, as applicable, (i) that number and type of whole Parent Common Units (which shall be in uncertificated book-entry form unless a physical certificate is requested) to which such Holder is entitled pursuant to Sections 2.2(c)(i) and 2.2(e), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject (ii) any dividends or distributions payable pursuant to Section 1.7(d2.3(c) as or Section 2.3(d) to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares Holder is entitled. The instructions for effecting the Surrender of Company Common Stock NNA Certificates shall have set forth procedures that must be taken by the Holder of any NNA Certificate that has been so converted and lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) Merger Consideration and any dividends or distributions payable pursuant to Section 1.7(d2.3(c) or Section 2.3(d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of shares of NNA Common Stock appeared on the books of NNA immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of NNA or its transfer agent of NNA Certificates or Book-Entry NNA Common Stock; and if such NNA Certificates or Book-Entry NNA Common Stock are presented to NNA or its transfer agent for transfer, they shall be canceled against delivery of the Merger Consideration and any dividends or distributions payable pursuant to Section 2.3(c) or Section 2.3(d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.3(b), each NNA Certificate or Book-Entry NNA Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such Surrender the Merger Consideration. No interest will be paid or will accrue on any dividends or distributions payable pursuant to Section 2.3(c) or Section 2.3(d).

Exchange Procedures. Promptly after At the later of (i) the Effective TimeTime and (ii) the completion of the redesignation calculations pursuant to Section 1.6(d), but in no event more than two (2) Business Days following the Closing, Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Capital Stock, (iA) a letter of transmittal in customary form (the "LETTER OF TRANSMITTAL") which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) specify and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu Stock and Cash Consideration. The Letter of any fractional Transmittal shall indicate that applicable withholding Taxes with respect to the exercise of Nonstatutory Options will be withheld from the Cash Consideration otherwise payable to each Stockholder that acquired shares of Company Common Stock pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the exercise of a Nonstatutory Option. Upon surrender delivery of Certificates for cancellation a Letter of Transmittal to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, Parent duly completed and validly executed in accordance with the instructions thereto, together with surrender of a Certificate (or Certificates) for cancellation, the holders of such Certificates Stockholder shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into constituting the Stock Consideration and the Cash Consideration to which their shares of Company Common Stock were converted at such holder is entitled pursuant to Section 1.6 (less the Effective Time, payment cash proceeds to be deposited with the Escrow Agent on such holder's behalf) and any cash in lieu of fractional shares which such holders have the right to receive pursuant to as provided in Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(e), and the Certificates Certificate(s) so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to 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 so converted and the right to receive an amount the Merger Consideration provided for 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 1.7(d).this Article I.

Exchange Procedures. Promptly At the Effective Time, Parent shall deposit with the Exchange Agent (as defined below) funds which are sufficient to pay the amounts required to be paid to the Stockholders pursuant to Section 1.7(a). At or promptly after the Effective Time and in any event within five (5) business days after the Effective Time, Parent shall, or shall cause the Exchange Agent Surviving Corporation to, mail or cause to mail be mailed to each holder of record (as of the Effective Time) shares of a certificate or certificates Outstanding Company Capital Stock (the "CERTIFICATES"certificates evidencing such shares being referred to herein as a “Certificate” and, collectively, as “Certificates”), which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into address set forth opposite each such holder’s name on the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Payment Spreadsheet, (i) a notice of merger, (ii) an information statement and (iii) a letter of transmittal in customary substantially the form attached hereto as Exhibit B (which shall be in compliance with Delaware Law and specify that delivery of the Merger Consideration shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Continental Stock Transfer and Trust Company (the “Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dAgent”)). Upon surrender of Certificates a Certificate 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, the holders holder of such Certificates Certificate shall be entitled to receive from the Exchange Agent in exchange therefor certificates representing therefor, a cash payment equal to the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Merger Consideration to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f1.7(a), less the amounts withheld and disbursed in accordance with such Section 1.7(a) and any dividends or distributions payable less the amount of cash to be deposited into the Escrow Fund on such holder’s behalf pursuant to Section 1.7(dSections 1.7(a) and 1.8(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each Certificate outstanding Certificates after the Effective Time will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, 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 the Merger Consideration set forth in cash in lieu Section 1.7(a). Any portion of the issuance Merger Consideration which remains undistributed to the Stockholders six months after the Effective Time shall be delivered to Parent upon demand, and any Stockholders that have not complied with this Section 1.8(a) at that time shall thereafter look only to Parent for payment of their claim for the Merger Consideration. Neither Parent nor the Surviving Corporation shall be liable to any Stockholder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by Stockholders three (3) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any fractional shares Governmental Entity (as defined in accordance with Section 1.6(f3.2(a)) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation, free and clear of any dividends claims or distributions payable pursuant to Section 1.7(d)interest of any person previously entitled thereto.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent PPC shall cause the Exchange Agent to mail or deliver to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificates whose shares were converted pursuant to Section 2.2 into the right to receive shares of Parent PPC Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent PPC and Quaker State may reasonably specify) and (ii) instructions for the use of such letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the shares of Parent PPC Common Stock, cash in lieu of any fractional shares Stock that such holder has the right to receive pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)this Article 2. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPPC, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretoany other required documents, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent PPC Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to this Article 2 (and cash in lieu of any fractional shares of PPC Common Stock, as contemplated by Section 1.6(f2.8(e)) (and any dividends or distributions payable pursuant to Section 1.7(d2.8(c)), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Quaker State Capital Stock that is not registered in the transfer records of Quaker State, a certificate representing the proper number of shares of PPC Common Stock may be issued to a transferee only on the condition that the Certificate formerly representing such shares of Quaker State Capital Stock is presented to the Exchange Agent, properly endorsed, and accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid or that no such taxes are applicable. Until so surrenderedsurrendered as contemplated by this Section 2.8, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to dividends and other distributions, to evidence represent 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 upon such surrender a certificate representing shares of PPC Common Stock and cash in lieu of the issuance of any fractional shares in accordance with of PPC Common Stock, as contemplated by Section 1.6(f2.8(e) (and any dividends or distributions payable pursuant to Section 1.7(d2.8(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the PPC Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mislaid or destroyed, PPC shall cause to be delivered in exchange for such lost, stolen, mislaid or destroyed Certificate the consideration deliverable in respect thereof as determined in accordance with this Article 2. When authorizing the delivery of such consideration in exchange therefor, PPC may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen, mislaid or destroyed Certificate to give PPC a bond, in form and substance reasonably satisfactory to PPC, and in such sum as PPC may reasonably direct, as indemnity against any claim that may be made against PPC or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen, mislaid or destroyed.

Exchange Procedures. Promptly (a) Parent shall designate Corporate Stock Transfer, Inc., the current stock transfer agent of quepasa, to act as Exchange Agent hereunder (the "EXCHANGE AGENT"). Immediately prior to the Effective Time, Parent shall deliver, in trust, to the Exchange Agent, for the benefit of the holders of shares of quepasa Common Stock, for exchange in accordance with this Article III, through the Exchange Agent, certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of quepasa Common Stock (the "EXCHANGE FUND"). (b) As soon as practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company quepasa Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f"CERTIFICATES") and any dividends or other distributions pursuant to Section 1.7(d), (i) a form of letter of transmittal in customary form (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 to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the that number of whole shares of Parent Common Stock into which their the shares of Company quepasa Common Stock were represented by the surrendered Certificate have been converted at the Effective TimeTime pursuant to Section 3.1 hereof, payment (B) cash in lieu of any fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.4 hereof, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Section 3.2(b), outstanding Certificates will each Certificate shall be deemed from and after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of right to receive upon such surrender 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 of Parent Common Stock in accordance with Section 1.6(f) 3.4 hereof and any dividends or distributions payable on Parent Common Stock in accordance with Section 3.3 hereof. In no event shall the holder of any such surrendered Certificates be entitled to receive interest on any cash for fractional shares to be received in the Merger. Neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of quepasa Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Shares of Parent Common Stock to be issued in the Merger shall be issued as of, and be deemed to be outstanding as of, the Effective Time. Parent shall cause all such shares of Parent Common Stock to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent and the Surviving Corporation, the giving by such person of an indemnity against any claim that may be made against it with respect to such Certificate, including, without limitation, the deposit of a bond, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable certificate representing shares of Parent Common Stock in accordance with Section 3.1 hereof and any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 1.7(d)3.4 hereof and any dividends or distributions on Parent Common Stock in accordance with Section 3.3 hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), which (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common StockStock and, cash in lieu of any fractional shares thereof, cash, and, if applicable, the cash portion of the Merger Consideration payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.06(b). Upon surrender of Certificates 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 theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) the amount of cash, if any, payable with respect to such shares of Company Common Stock were converted at the Effective Timepursuant to Section 2.06(b), payment (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.07(c), and (D) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.06(f) (the Parent Common Stock, cash, dividends and distributions described in clauses (A), (B), (C) and any dividends or distributions payable pursuant to Section 1.7(d(D) being, collectively, the "MERGER CONSIDERATION"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares 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 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 Certificates Certificate that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock shall have been so converted converted, the right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 2.06(b) 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 1.7(d2.06(f).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent as specified in such letter of transmittal or to such other agent or agents as may be appointed by ParentParent and are reasonably acceptable to the Company, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive promptly in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into together with any dividends or other distributions to which their shares of Company Common Stock were converted at the Effective Time, such holder is entitled pursuant to Section 1.8(d) and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 so converted converted, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d), 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 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent Western Multiplex shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Proxim Common Stock whose shares were converted into the right to receive shares of Parent Western Multiplex Common Stock pursuant to Section 1.61.5, cash in lieu of any fractional shares pursuant to Section 1.6(f1.5(f) and any dividends or other distributions pursuant to Section 1.7(d1.6(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Western Multiplex may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Parent Western Multiplex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.5(f) and any dividends or other distributions pursuant to Section 1.7(d1.6(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentWestern Multiplex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Western Multiplex Common Stock (after taking into account all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.5(a) (which, other than for Proxim Affiliates shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f1.5(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of right to receive, upon due surrender thereof, the number of full shares of Parent Western Multiplex Common Stock into which such shares of Company Common Stock shall have been so converted and the right issuable pursuant to receive an amount in Section 1.5, cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.5(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "COMPANY CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) 1.6 and any dividends or other distributions payable pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) Stock and any dividends or other distributions payable pursuant to Section 1.7(d1.8(d). Upon surrender of Company 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 transmittalitem (i) above, duly completed and validly executed in accordance with the instructions theretosuch transmittal letter, the holders of such Company Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d). Parent shall enter into the Registration Rights and Lock-Up agreement in the form of EXHIBIT D attached hereto with each Shareholder who executes such agreement.

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

Exchange Procedures. Promptly after the Effective Time, Parent Allegro shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common SPC Capital Stock whose shares were converted into the right to receive shares of Parent Allegro Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Allegro may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Allegro Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange 3 4 Agent or to such other agent or agents as may be appointed by ParentAllegro, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Allegro Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Allegro Common Stock into which such shares of Company Common SPC Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (the "CERTIFICATES") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall contain be in such form and have such other provisions as necessary to effect the intent of this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Common. Upon surrender of Certificates 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 theretothereto and subject to the requirements and restrictions of any other agreement between Parent and any holder of Company Capital Stock on or before the Effective Time, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Article VII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6(h), to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common equal to the Escrow Amount, which shares shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrenderedsurrendered as contemplated by this Section 1.8, each outstanding Certificates Certificate that, immediately prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted pursuant to this Agreement and Delaware Law 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 1.7(d1.6(h).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificates (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in accordance with Section 3.1 hereof in respect of the shares of Company Common Stock were converted at the Effective Timeformerly evidenced by such Certificate, payment (B) any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and (C) cash in lieu respect of fractional shares which such holders have as provided in Section 3.1(f) (the right to receive pursuant to Section 1.6(f) shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 1.7(dcash being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be 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, shares of Parent Common Stock, dividends or distributions as provided in Section 3.2(c), and cash in respect of fractional shares as provided in Section 3.1(f), may be issued and paid in accordance with this Article III to a transferee if the Certificate evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 3.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, but in no event later than ten days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive cash and shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d1.7(c), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d1.7(c). Upon surrender of the Certificates for cancellation to the Exchange Agent Parent 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, the holders of such Certificates shall be entitled to receive in exchange therefor cash and certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d1.7(c), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.7(c) as to dividends and other distributionsthe payment of dividends, to evidence only the right to receive such amount of cash and 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 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d1.7(c).

Exchange Procedures. Promptly As promptly as practicable after the Merger Effective Time, Parent Holdco shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of SPAC Common Stock (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding including shares of Company SPAC Class A Common Stock whose shares were converted into resulting from the right SPAC Class B Conversion) entitled to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 1.63.02 a letter of transmittal, cash which shall be in lieu a form reasonably acceptable to SPAC and the Company (the “Letter of any fractional shares pursuant to Section 1.6(fTransmittal”) and any dividends or other distributions pursuant to Section 1.7(d), shall specify (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such SPAC Common Stock (collectively, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent; and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fthe Letter of Transmittal. Within five (5) and any dividends or other distributions pursuant to Section 1.7(d). Upon Business Days after the surrender of Certificates for cancellation to the Exchange Agent or to of all Certificates held by such other agent or agents as may be appointed by Parentholder for cancellation, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing therefor, and Holdco shall cause the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at Exchange Agent to deliver (i) the Effective TimeMerger Consideration and (ii) an amount in immediately available funds (or, payment if no wire transfer instructions are provided, a check) equal to (A) any cash in lieu of fractional shares which pursuant to Section 3.03(h) plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holders have holder has the right to receive pursuant to Section 1.6(f3.03(c) and any dividends or distributions payable pursuant to in accordance with the provisions of this Section 1.7(d)3.03, and the Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until so surrenderedsurrendered as contemplated by this Section 3.03, outstanding Certificates will each Certificate entitled to receive a portion of the Merger Consideration in accordance with Section 3.02 shall be deemed from and at all times after the Merger Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe case may be, to evidence represent 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 upon such surrender the issuance of any fractional shares Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.02.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund (as defined in Section 7.5 below) on such holder's behalf pursuant to Section 7.5 hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Notwithstanding the provisions contained in Section 1.6(g), any fractional share that would otherwise result from the issuance of a certificate representing the shares of Parent Common Stock to be deposited into escrow pursuant to Article VII hereof shall be rounded down to the nearest whole share and any fraction of a share that would otherwise result from the issuance of a certificate representing the remaining shares of Parent Common Stock which each such shareholder would otherwise be entitled to receive under Section 1 by virtue of ownership of outstanding shares of Company Common Stock shall be rounded up to the nearest whole share. Such shares shall be owned beneficially and of record by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) 1.6 and any dividends or distributions payable this Section 1.8(c). Parent shall use its reasonable efforts to cause the Exchange Agent to issue to each Company shareholder the Parent Common Stock pursuant to Section 1.7(d)1.6 within five (5) business days after the Exchange Agent receives all documents necessary to effect such exchange, properly completed, guaranteed (in the event that shares of Parent Common Stock are requested to be registered in names other than the registered holder of Company Common Stock or Company Preferred) and presented for transfer, from each such shareholder.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (including certificates for shares of Preferred Stock which have been converted to shares of Company Common Stock but for which new certificates have not been issued) whose shares were converted into the right to receive shares of Parent Common Stock from Merger Sub pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions (the holders "TRANSMITTAL DOCUMENTS"), the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at to be deposited with the Effective TimeEscrow Agent on such holder's behalf pursuant to Section 1.6 and Section 8.2(a) hereof and the Escrow Agreement), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Any stockholder of record of the Company, or duly appointed agent thereof, who attends the Closing, surrenders the Certificate representing his, her or its shares of Company Common Stock and completes, executes and delivers the Transmittal Documents, shall receive from the Exchange Agent at the Closing a certificate representing the number of whole shares of Parent Common Stock (less the number of shares of Parent Common Stock to be deposited with the Escrow Agent on such holder's behalf pursuant to Section 1.6, Section 8.2(a) and the Escrow Agreement) and cash in lieu of fractional shares to which such stockholder is entitled pursuant to Section 1.6 and the Certificate so surrendered shall forthwith be canceled. At the Closing, and subject to and in accordance with the provisions of Section 8.2(a) hereof and the Escrow Agreement, Merger Sub shall cause to be delivered to the Escrow Agent, on behalf of the holders of Certificates, a certificate or certificates representing the Escrow Shares which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited with the Escrow Agent as set forth in Section 8.2(a) and the Escrow Agreement and shall be available to reimburse Parent as provided in Section 8.2(a) and the Escrow Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock (including Certificates for shares of Preferred Stock which have been converted to shares of Company Common Stock but for which new certificates have not been issued) will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 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 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent KLA shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Tencor Common Stock whose shares were converted into the right to receive shares of Parent KLA Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent KLA may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent KLA Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentKLA, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent KLA Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent KLA Common Stock into which such shares of Company Tencor Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall Merger Sub will cause the Exchange Agent to mail to each holder of record of Certificates who has not submitted (as of the Effective Timeor who has submitted and withdrawn) of a certificate or certificates (the "CERTIFICATES"), which immediately prior such holders' Certificates to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Exchange Agent in accordance with Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.06(a)(vii) and any dividends or (other distributions pursuant to Section 1.7(dthan Certificates representing Dissenting Shares), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Merger Sub may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock, cash Shares and cash. A holder that has submitted and not withdrawn Shares as provided in lieu of any fractional shares pursuant to Section 1.6(f1.06(a)(vii) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of that surrenders Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a duly executed letter of transmittal, duly completed and validly executed other required documents as provided in accordance with the instructions theretothis Section 1.07(b), the holders of such Certificates shall be entitled to receive in exchange therefor solely (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into Shares which such holder has the right to receive in accordance with Section 1.06(a) in respect thereof and/or (B) the cash which such holder has the right to receive in accordance with Section 1.06(a) in respect thereof, together with any cash in respect of fractional shares as provided in Section 1.06(f) (such Parent Common Shares and cash being referred to, collectively, as the "MERGER CONSIDERATION"), except that Shares held at the Effective Time in book-entry form shall be exchanged for Merger Consideration in accordance with the customary procedures of DTC. The holder of Shares upon their exchange, in whole or in part, for Parent Common Shares shall also receive any dividends or other distributions declared or made with a record date after the Effective Time with respect to such Parent Common Shares. Certificates surrendered pursuant to this Section 1.07(b) or Section 1.06(a)(vii) shall forthwith be canceled following the Effective Time. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, the Merger Consideration, dividends or distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(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 were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends and or other distributions, to evidence represent only the ownership of right to receive upon such surrender the number of full shares of Parent Common Stock into which such applicable Merger Consideration with respect to the 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 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)formerly represented thereby.

Exchange Procedures. Promptly after (i) Prior to or on the Effective TimeClosing Date, Parent shall the Company will cause the Exchange Agent to mail be mailed or otherwise delivered to each holder of record (as of based on the Effective Timeaddresses set forth on the Spreadsheet) of a certificate or certificates (the "CERTIFICATES"), “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were that are to be converted into the right to receive shares a portion of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Closing Payment, (i) a letter Letter of transmittal in customary form Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Acquirer, and shall contain be in such form and have such other provisions as Parent Acquirer may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash the consideration owing to such Company Stockholder in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)respect thereof. Upon surrender of Certificates 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 Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number portion of whole shares the Closing Payment in accordance with the terms of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledthis Agreement. Until so surrendered, outstanding Certificates each Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock right to the consideration set forth in Sections 1.9(a) through 1.9(d), into which such shares of Company Common Capital Stock shall have been so converted pursuant to the terms of this Agreement and as reflected in the right Spreadsheet. (ii) As soon as reasonably practicable following the Closing Date (but in any event within 30 days after the Closing Date), Acquirer shall cause the amounts to receive an amount be paid to each Company Optionholder holding In-the-Money Options pursuant to Section 1.9(f) through, in cash in lieu the discretion of Acquirer, the issuance of any fractional shares Exchange Agent or through Acquirer’s or the Surviving Corporation’s payroll system and in accordance with Section 1.6(fstandard payroll practices (including withholding for applicable Taxes) and any dividends or distributions payable directly by Acquirer or one of its Affiliates. (iii) On the Closing Date Acquirer shall cause delivery of the Closing Payment (less amounts to be paid through payroll pursuant to Section 1.7(d1.12(b)(ii)) to the Exchange Agent. (iv) As soon as reasonably practicable following the Closing Date (but in any event within 30 days after the Closing Date), the Exchange Agent shall cause the amounts to be paid to each Company Warrantholder holding Vested In-the-Money Warrants pursuant to Section 1.9(g). (v) As soon as reasonably practicable following the Closing Date (but in any event within 30 days after the Closing Date), Acquirer shall cause the Retention and Severance Payments required to be paid in connection with Closing, in the discretion of Acquirer, through Acquirer’s or the Surviving Corporation’s payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes) or directly by Acquirer or one of its Affiliates.

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of 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 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented evidenced outstanding shares of Company a Target Company's Common Stock whose shares were converted into (other than Dissenting Shares, if applicable) (collectively, the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"CERTIFICATES"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other customary documents as may * * * be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in respect of the shares of Company such Target Company's Common Stock were converted at formerly evidenced by such Certificate in accordance with Section 2.01, less the Effective Time, payment pro rata portion of the shares attributable to such Certificate (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive holder is THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED entitled pursuant to Section 1.6(f2.02(e) (such shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 1.7(dcash, if any, being collectively, the "MERGER CONSIDERATION"), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of any shares of a Target Company's Common Stock which is not registered in the transfer records of such Target Company, a certificate evidencing the proper number of full shares of Parent Common Stock into which may be issued in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company such Target Company's Common Stock shall 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 so converted and paid. Until surrendered as contemplated by this Section 2.02, each of the Certificates shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of receive, upon such surrender, the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause to be mailed or provided at the Exchange Agent to mail Closing to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Shareholder (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates 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 Merger Shares pursuant to Section 1.6(a), shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions consistent herewith as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Merger Shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and a Shareholder Certificate in the form of Exhibit G hereto, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates a Company Shareholder shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole Merger Shares (less the number of shares of Parent Common Stock into which their shares of Company Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such holders have the right to receive Company Shareholder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly after following the Effective Time, Parent ------------------- Company shall cause the Exchange Agent to mail to each holder of record (as of the Effective TimeRedemption) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company HDD Common Stock whose shares were exchanged for an equal number of shares of Spinco Common Stock in the Redemption, and which shares of Spinco Common Stock were thereafter converted into the right to receive shares of Parent Company Common Stock pursuant to Section 1.62.7(a) hereof, cash -------------- in lieu of any fractional shares pursuant to Section 1.6(f2.7(a)(iv) hereof, and any ------------------ dividends or other distributions pursuant to Section 1.7(d)2.8(c) hereof, (i) a letter -------------- of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent and Company may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Company Common StockStock pursuant to Section ------- 2.7(a) hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f) ------ ------- 2.7(a)(iv), and any dividends or other distributions pursuant to Section 1.7(d)2.8(c) ---------- -------------- hereof. Upon the surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCompany, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment and cash in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f2.7(a)(iv) ------------------ hereof, and any dividends or other distributions payable pursuant to Section 1.7(d)------- 2.8(c) hereof, and the Certificates so surrendered shall forthwith be canceled. ------ Until so surrendered, outstanding Certificates will shall be deemed from and after the Effective Time, for all corporate purposes, subject to the terms of Section 1.7(d------- 2.8(c) hereof as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the ------ number of full shares of Parent Company Common Stock into which such shares of Company HDD Common Stock shall have been so converted pursuant to Section 2.7(a) hereof, and -------------- the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with pursuant to Section 1.6(f2.7(a)(iv) hereof, and any dividends or distributions ------------------ payable pursuant to Section 1.7(d).2.8(c) hereof. --------------

Exchange Procedures. Promptly Red Cann▇▇ ▇▇▇ll instruct the Exchange Agent to mail, within five (5) business days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may Red Cann▇▇ ▇▇▇ reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock, Red Cann▇▇ ▇▇▇mon Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d(if any). Upon surrender of Certificates 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 theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Red Cann▇▇ ▇▇▇mon Stock into which their that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock were converted at the Effective Timeformerly evidenced by such Certificate, payment (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) cash in lieu of fractional shares of Red Cann▇▇ ▇▇▇mon Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.2(d) (the shares of Red Cann▇▇ ▇▇▇mon Stock, and the dividends, distributions and cash described in clauses (A), (B) and any dividends or distributions payable pursuant to Section 1.7(d(C) being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of the number of full shares of Parent Company Common Stock into which that is not registered in the transfer records of the Company, the Merger Consideration with respect thereto may be issued and paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company Common Stock shall 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 so converted and paid or by the transferee requesting such payment paying to the Exchange Agent any such transfer tax. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of upon such surrender the issuance of any fractional shares in accordance Merger Consideration with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)respect thereto.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares and Company Preferred Shares whose shares were converted into the right to receive shares of Parent Common Preferred Stock and/or a portion of the Aggregate Merger Cash Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Preferred Stock, (ii) the portion of Aggregate Merger Cash Consideration, if any, to which such holder is entitled pursuant to Section 1.6 hereof and/or (iii) cash in lieu of any fractional shares the fraction of a share of Parent Preferred Stock, if any, pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.11 hereof. Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor, (i) a certificate representing the number of whole shares of Parent Common Preferred Stock into which their (less the shares of Company Common Parent Preferred Stock were converted at representing the Effective TimeEscrow Fund), (ii) the portion of the Merger Cash Consideration, if any, applicable to such holder (less any cash representing a portion of the Escrow Fund) and/or (iii) payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.11, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented Company Common Shares or Company Preferred Shares will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Preferred Stock into which such shares of Company Common Stock Shares and Company Preferred Shares shall have been so converted and and/or the right to receive such portion of the Merger Cash Consideration and/or the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.11. Any portion of the shares of Parent Preferred Stock or Merger Cash Consideration deposited with the Exchange Agent pursuant to this Section 1.12(c) which remains undistributed to the holders of the Certificates representing Company Common Shares or Company Preferred Shares for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Company Common Shares or Company Preferred Shares who have not theretofore complied with this Article I shall thereafter look only to Parent for Parent Preferred Stock, such portion, if any, of the Merger Cash Consideration and/or any cash in lieu of fractional shares of Parent Preferred Stock and any dividends or distributions payable pursuant with respect to Section 1.7(d)Parent Preferred Stock to which such holders may be entitled.

Exchange Procedures. Promptly after the Effective Time, Parent the ------------------- Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective ------------ Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Article VIII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Such shares shall be owned by the holders on whose behalf such shares were deposited in the Escrow Fund as set forth in Section 8.2(c)(iii) and shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the 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 Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.