Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) Immediately after the Effective Time, (A) Parent will furnish to The Bank of New York, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") a corpus (the "EXCHANGE FUND") consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any Company Shares owned by Parent, Parent Subsidiary or the Company), and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Company and Parent prior to Closing to each holder of issued and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Company Shares against payment of the Merger Consideration to which such holder is entitled pursuant toss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Company Shares shall have been converted into the right to receive.

Procedure for Exchange. (i) Immediately after the Effective Time, (A) Parent will furnish to The Bank of New York, its transfer agent, or such other bank or trust company reasonably acceptable Prior to the CompanyClosing Date, to act Parent shall select American Stock Transfer & Trust Company as exchange agent (the "EXCHANGE AGENTExchange Agent") a corpus to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "EXCHANGE FUNDShareholders") consisting of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and cash sufficient the aggregate Cash Consideration being hereinafter collectively referred to permit as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to make full payment each holder of record of a certificate or certificates which immediately before the Merger Consideration to the holders of all of the Effective Time represented issued and outstanding shares of Company Shares Common Stock (other than any Company Shares owned by Parentcollectively, Parent Subsidiary or the Company), and "Old Certificates"): (Bi) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon advising such holders of the terms of the exchange effected by the Company Merger (and Parent prior to Closing to each holder specifying how delivery shall be effected, and risk of issued loss and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Company Shares against payment only upon delivery of the Merger Consideration to which such holder is entitled pursuant toss.2(d)(v). Upon surrender Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of such certificatesOld Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Parent shall promptly cause to be issued exchange therefor a (A) certificate representing that number of whole shares of Parent Shares Common Stock and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to (B) Cash Consideration which such Persons holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued not registered on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder transfer records of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared on and after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateTime, to vote the Parent Shares into which his or its Company Shares shall have been converted into represent only the right to receivereceive upon such surrender (x) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II and the Plan of Merger.

Procedure for Exchange. (i) Immediately after Prior to the Effective Time, (A) Parent IBS and Info will furnish to The Bank of New York, its transfer agent, or such other select a bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Parent Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Company Info Shares (other than any Company Info Shares owned by Parent, Parent Subsidiary IBS or Info) and of the CompanyIBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and (B) Parent cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Company Info and Parent IBS prior to Closing to each holder of issued and outstanding Company Info Shares or IBS Shares (other than any Company Info Shares or IBS Shares owned by Parent, the Parent Subsidiary IBS or the CompanyInfo) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Company Info Shares or IBS Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant toss.2(d)(vto Section 2(e)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent Holdco shall promptly cause to be issued a certificate representing that number of whole Parent Holdco Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdingswithholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Holdco Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Company Shares shall have been converted into the right to receive.

Procedure for Exchange. Prior to the Closing Date, Parent shall select an exchange agent (ithe "Exchange Agent") Immediately reasonably satisfactory to Company to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock (the "Stockholders"), for exchange in accordance with this Article II and the Plan of Merger, certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund"). As soon as practicable after the Effective Time but in no event later than twenty (20) Business Days after the Effective Time, (A) Parent will furnish to The Bank of New York, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") a corpus (the "EXCHANGE FUND") consisting of Parent Shares and cash sufficient to permit the Exchange Agent shall mail to make full payment each holder of record of a certificate or certificates which immediately before the Merger Consideration to the holders of all of the Effective Time represented issued and outstanding shares of Company Shares Common Stock (other than any Company Shares owned by Parentcollectively, Parent Subsidiary or the Company), and "Old Certificates"): (Bi) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon advising such holders of the terms of the exchange effected by the Company Merger (and Parent prior to Closing to each holder specifying how delivery shall be effected, and risk of issued loss and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Company Shares against payment only upon delivery of the Merger Consideration to which such holder is entitled pursuant toss.2(d)(v). Upon surrender Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of such certificatesOld Certificates in exchange for certificates representing Merger Shares. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Parent shall promptly cause to be issued exchange therefor a certificate representing that number of whole shares of Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to Common Stock which such Persons holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued not registered on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder transfer records of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared on and after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateTime, to vote the Parent Shares into which his or its Company Shares shall have been converted into represent only the right to receivereceive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock as contemplated by this Article II and the Plan of Merger.

Procedure for Exchange. (i) Immediately after the Effective Time, (A) Parent the Purchaser will furnish to The Bank of New YorkStockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to the CompanyTarget, to act as exchange agent (the "EXCHANGE AGENT") a corpus (the "EXCHANGE FUND") consisting of Parent Purchaser Shares and cash sufficient to permit the Exchange Agent to make full payment of the Per Share Merger Consideration to the holders of all of the issued and outstanding Company Target Shares (other than any Company Shares Purchaser-owned by Parent, Parent Subsidiary or the CompanyShares), and (B) Parent the Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by the Company Target and Parent prior to Closing the Purchaser to each holder of issued and outstanding Company Target Shares (other than any Company Shares Purchaser-owned by Parent, the Parent Subsidiary or the CompanyShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Company Target Shares against payment of the Per Share Merger Consideration to which such holder is entitled pursuant toss.2(d)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Parent Purchaser Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent SharesPurchaser shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof; providedPROVIDED, howeverHOWEVER, the Person to whom such the Per Share Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Purchaser Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(ethis Section 2(e). After the surrender of a certificate in accordance with thisss.2(ethis Section 2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Parent Purchaser Shares into which his or its Company Target Shares shall have been converted into the right to receiveconverted.

Procedure for Exchange. (ia) Immediately after the Effective Time, (A) Parent will shall furnish to The Bank of New YorkStockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to the Company, Company to act as exchange agent (the "EXCHANGE AGENT") “Exchange Agent”), a corpus (the "EXCHANGE FUND"“Exchange Fund”) consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any Company Shares owned by Parent, Parent Subsidiary or the Company), less the amount in cash equal to 10% of the Total Merger Consideration, which amount (the “Escrowed Consideration”) will be withheld from the amounts otherwise to be delivered to the holders of Preferred Stock as Merger Consideration to which each such holder of Preferred Stock would, but for this Section 2.5(a), be entitled to be delivered pursuant to this Agreement, pro rata in proportion to the respective amount otherwise so deliverable and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Company and Parent prior to Closing to each holder of issued and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) that is entitled to receive any Merger Consideration for the holder to use in surrendering the certificates whichthat, immediately prior to the Effective Time, represented his or its Company Shares against payment of the Merger Consideration to which such the holder is entitled pursuant toss.2(d)(vto Section 2.4(f), subject to the escrow of the Escrowed Consideration pursuant to the Escrow Agreement. Notwithstanding the withholding of the Escrowed Consideration and deposit thereof with the Escrow Agent pursuant to Section 2.6(a), each Preferred Stockholder shall, for all purposes of Section 2.4, be deemed to have received its pro rata share of such Escrowed Consideration so withheld and deposited. Upon surrender to the Exchange Agent of such these certificates, together with such the letter of transmittal, duly executed and completed in accordance with the instructions theretoletter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, Merger Consideration (after giving effect to any required tax withholdingswithholdings and the withholding of the Escrowed Consideration). No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, any amounts payable to recipients former holders of Parent Company Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the surrendered certificate so surrendered shall must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such this tax has been paid or is not applicable. In the event If any certificate representing Company Shares shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, thereof except that the Person to whom such this Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Company Shares shall have been converted into the right to receive.

Procedure for Exchange. (i) Immediately after the Effective Time, (A) Parent will shall furnish to The Bank of New YorkFirst City Transfer Company, its transfer agent, or such other bank or trust company reasonably acceptable to the CompanyTarget, to act as exchange agent (the "EXCHANGE AGENTExchange Agent") a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Target Shares (other than any Company Target Shares owned by Parent, Parent Subsidiary or the CompanyTarget), less such portion of the Parent Shares to be delivered to the holders of the issued and outstanding Target Shares which when added to the other Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(vi) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be withheld from each of the Pledgees under the Escrow Agreement proportionately, based on the Merger Consideration to which each such Pledgee is entitled pursuant to this Agreement and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Company Target and Parent prior to Closing to each holder of issued and outstanding Company Target Shares (other than any Company Target Shares owned by Parent, the Parent Subsidiary or the CompanyTarget) for the holder to use in surrendering the certificates whichthat, immediately prior to the Effective Time, represented his or its Company Target Shares against payment of the Merger Consideration to which such the holder is entitled pursuant toss.2(d)(vto Section 2(e)(ii), subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement. Upon surrender to the Exchange Agent of such these certificates, together with such the letter of transmittal, duly executed and completed in accordance with the instructions theretoletter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such the Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the surrendered certificate so surrendered shall must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such this tax has been paid or is not applicable. In the event If any certificate representing Company Target Shares shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, howeverexcept that, the Person to whom such this Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such this certificate in accordance with thisss.2(ethis Section 2(e). After the surrender of a certificate in accordance with thisss.2(ethis Section 2(e), the record holder thereof shall be is entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore previously had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Company Target Shares shall have been converted into the right to receiveconverted.

Procedure for Exchange. (i) Immediately after the Effective Time, (A) Parent will furnish to The Bank of New York, its transfer agent, or such other bank or trust company reasonably acceptable Prior to the CompanyClosing Date, to act Parent shall select Continental Stock Transfer, Inc. as exchange agent (the "EXCHANGE AGENTExchange Agent") a corpus to act in such capacity in connection with the Merger. As of the Effective Date, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Stock (the "EXCHANGE FUNDShareholders") consisting ), for exchange in accordance with this Article II and the Plan of Merger, certificates representing the shares of Parent Shares Common Stock to be issued as Merger Consideration, if any, and cash sufficient certificates representing the Parent Warrants contemplated to permit be issued as Warrant Consideration (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and such Parent Warrants being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Date, the Exchange Agent shall mail to make full payment each holder of record of a certificate or certificates which immediately before the Merger Consideration to the holders of all of the Effective Date represented issued and outstanding shares of Company Shares Stock (other than any collectively, the "Old Certificates") and to each holder of record of a certificate or certificates which immediately before the Effective Date represented outstanding Company Shares owned by ParentWarrants (collectively, Parent Subsidiary or the Company), and "Old Warrants"): (Bi) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon advising such holders of the terms of the exchange effected by the Company Merger (and Parent prior to Closing to each holder specifying how delivery shall be effected, and risk of issued loss and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates and Old Warrants shall pass, represented his or its Company Shares against payment only upon delivery of the Merger Consideration to which such holder is entitled pursuant toss.2(d)(v). Upon surrender Old Certificates and Old Warrants to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of such certificatesOld Certificates and Old Warrants in exchange for certificates representing Merger Consideration and Warrant Consideration, as the case may be. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Parent shall promptly cause to be issued exchange therefor a certificate representing that number of whole shares of Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to Common Stock which such Persons holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Stock which are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued not registered on the cash in lieu transfer records of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrenderedCompany, it shall be a condition of such payment the exchange thereof that the certificate so surrendered shall be Old Certificate representing such Company Stock is presented to the Exchange Agent properly endorsed or and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that the Person requesting such payment shall pay any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lostpaid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, stolen or destroyedeach Old Certificate shall be deemed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared on and after the Effective Time with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificateDate, to vote the Parent Shares into which his or its Company Shares shall have been converted into represent only the right to receivereceive upon such surrender a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to this Article II and the Plan of Merger.

Procedure for Exchange. (i) Immediately after At or prior to the Effective Time, (A) Parent Acquiror will furnish to The Bank of New YorkEquiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") a corpus (the "EXCHANGE FUND") consisting of Parent Acquiror Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any Company Shares owned by Parent, Parent Subsidiary Acquiror or the Company), and (B) Parent Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Company and Parent Acquiror prior to Closing to each holder of issued and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary Acquiror or the Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Company Shares against payment of the Merger Consideration to which such holder is entitled pursuant toss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent Acquiror shall promptly cause to be issued a certificate representing that number of whole Parent Acquiror Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Acquiror Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; providedPROVIDED, howeverHOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Acquiror Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(ethis ss.2(e). After the surrender of a certificate in accordance with thisss.2(ethis ss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Acquiror Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Parent Acquiror Shares into which his or its Company Shares shall have been converted into the right to receive.