Common use of Rights Evidenced by Certificates Clause in Contracts

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital Stock or Patriot Common Stock, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D) or Section 1.02(e)(ii)(E), as the case may be. If certificates for shares of FLC Capital Stock or Patriot Common Stock are exchanged for Holding Company Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Common Stock, the Holding Company will pay cash in an amount equal to dividends theretofore payable on such Holding Company Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot Common Stock in exchange for certificates for Holding Company Common Stock, the Holding Company also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot Common Stock, may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot Common Stock by FLC or Patriot in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot Common Stock are surrendered by a Patriot or FLC shareholder to the Holding Company for exchange, the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Holding Company Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Sovereign Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot ML Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital ML Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot ML Common Stock are exchanged for Holding Company Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Sovereign Common Stock, the Holding Company Sovereign will pay cash in an amount equal to dividends theretofore payable on such Holding Company Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot ML Common Stock in exchange for certificates for Holding Company Sovereign Common Stock, the Holding Company Sovereign also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot ML Common Stock, Stock may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot ML Common Stock by FLC or Patriot ML in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot ML Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital ML Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot Common Stock are surrendered by a Patriot or FLC shareholder to the Holding Company for exchange, the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Holding Company Common Stock issuable to such shareholder.of

Rights Evidenced by Certificates. Each certificate for -------------------------------- shares of Holding Company Sovereign Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot Peoples Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital Peoples Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot Peoples Common Stock are exchanged for Holding Company Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Sovereign Common Stock, the Holding Company Sovereign will pay cash in an amount equal to dividends theretofore payable on such Holding Company Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot Peoples Common Stock in exchange for certificates for Holding Company Sovereign Common Stock, the Holding Company Sovereign also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot Peoples Common Stock, Stock may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot Peoples Common Stock by FLC or Patriot Peoples in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot Peoples Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital Peoples Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot Peoples Common Stock are surrendered by a Patriot or FLC Peoples shareholder to the Holding Company Sovereign for exchange, the Holding Company Sovereign shall have the right to withhold dividends or any other distributions on the shares of Holding Company Sovereign Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Sovereign Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot ML Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital ML Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot ML Common Stock are exchanged for Holding Company Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Sovereign Common Stock, the Holding Company Sovereign will pay cash in an amount equal to dividends theretofore payable on such Holding Company Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot ML Common Stock in exchange for certificates for Holding Company Sovereign Common Stock, the Holding Company Sovereign also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot ML Common Stock, Stock may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot ML Common Stock by FLC or Patriot ML in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot ML Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital ML Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot ML Common Stock are surrendered by a Patriot or FLC ML shareholder to the Holding Company Sovereign for exchange, the Holding Company Sovereign shall have the right to withhold dividends or any other distributions on the shares of Holding Company Sovereign Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Common Stock issued in exchange for certificates for FLC Capital Heritage Common Stock or Patriot BCB Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D) or Section 1.02(e)(ii)(E1.02(e)(ii)(D), as the case may be. If certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock are exchanged for Holding Company Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Common Stock, the Holding Company will pay cash in an amount equal to dividends theretofore payable on such Holding Company Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock in exchange for certificates for Holding Company Common Stock, the Holding Company also shall pay any dividends to which such holder of FLC Capital Heritage Common Stock, in the case of a holder of Patriot BCB Common Stock, may be entitled as a result of the declaration of a dividend on the FLC Capital Heritage Common Stock or Patriot BCB Common Stock by FLC Heritage or Patriot BCB in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital Heritage Common Stock or any holder of Patriot BCB Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock are surrendered by a Patriot BCB or FLC Heritage shareholder to the Holding Company for exchange, the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Holding Company Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Sovereign Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot Carnegie Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital Carnegie Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot Carnegie Common Stock are exchanged for Holding Company Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Sovereign Common Stock, the Holding Company Sovereign will pay cash at the time of such exchange in an amount equal to dividends theretofore payable on such Holding Company Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot Common Stock in exchange for certificates for Holding Company Common Stock, the Holding Company also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot Common Stock, may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot Common Stock by FLC or Patriot in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot Carnegie Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital Carnegie Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot Carnegie Common Stock are surrendered by a Patriot or FLC Carnegie shareholder to the Holding Company Sovereign for exchange, the Holding Company or Carnegie shareholders have complied with reasonable and customary procedures relating to lost or destroyed certificates, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Holding Company Sovereign Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for -------------------------------- shares of Holding Company Common Stock issued in exchange for certificates for FLC Capital Heritage Common Stock or Patriot BCB Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D) or Section 1.02(e)(ii)(E1.02(e)(ii)(D), as the case may be. If certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock are exchanged for Holding Company Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Common Stock, the Holding Company will pay cash in an amount equal to dividends theretofore payable on such Holding Company Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock in exchange for certificates for Holding Company Common Stock, the Holding Company also shall pay any dividends to which such holder of FLC Capital Heritage Common Stock, in the case of a holder of Patriot BCB Common Stock, may be entitled as a result of the declaration of a dividend on the FLC Capital Heritage Common Stock or Patriot BCB Common Stock by FLC Heritage or Patriot BCB in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital Heritage Common Stock or any holder of Patriot BCB Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Heritage Common Stock or Patriot BCB Common Stock are surrendered by a Patriot BCB or FLC Heritage shareholder to the Holding Company for exchange, the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Holding Company Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Sovereign Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot First Home Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital First Home Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot First Home Common Stock are exchanged for Holding Company Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Sovereign Common Stock, the Holding Company Sovereign will pay cash in an amount equal to dividends theretofore payable on such Holding Company Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot First Home Common Stock in exchange for certificates for Holding Company Sovereign Common Stock, the Holding Company Sovereign also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot First Home Common Stock, Stock may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot First Home Common Stock by FLC or Patriot First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot First Home Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital First Home Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot First Home Common Stock are surrendered by a Patriot or FLC First Home shareholder to the Holding Company Sovereign for exchange, the Holding Company Sovereign shall have the right to withhold dividends or any other distributions on the shares of Holding Company Sovereign Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Sovereign Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot First Home Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital First Home Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot First Home Common Stock are exchanged for Holding Company Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company Sovereign Common Stock, the Holding Company Sovereign will pay cash in an amount equal to dividends theretofore payable on such Holding Company Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot First Home Common Stock in exchange for certificates for Holding Company Sovereign Common Stock, the Holding Company Sovereign also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot First Home Common Stock, Stock may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot First Home Common Stock by FLC or Patriot First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot First Home Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital First Home Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot First Home Common Stock are surrendered by a Patriot or FLC First Home shareholder to the Holding Company Sovereign for exchange, the Holding Company Sovereign shall have the right to withhold dividends or any other distributions on the shares of Holding Company Sovereign Common Stock issuable to such shareholder.. (iii)

Rights Evidenced by Certificates. Each certificate for shares of Holding Company PSB Common Stock issued in exchange for certificates for FLC Capital Stock or Patriot FBKP Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital FBKP Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company PSB Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot FBKP Common Stock are exchanged for Holding Company PSB Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Holding Company PSB Common Stock, the Holding Company PSB will pay cash in an amount equal to dividends theretofore payable on such Holding Company PSB Common Stock and pay or deliver any other distribution to which holders of shares of Holding Company PSB Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot FBKP Common Stock in exchange for certificates for Holding Company PSB Common Stock, the Holding Company PSB also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot FBKP Common Stock, Stock may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot FBKP Common Stock by FLC or Patriot FBKP in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of FLC Capital Stock or Patriot FBKP Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of FLC Capital FBKP Common Stock or any holder of Patriot Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot FBKP Common Stock are surrendered by a Patriot or FLC FBKP shareholder to the Holding Company PSB for exchange, the Holding Company PSB shall have the right to withhold dividends or any other distributions on the shares of Holding Company PSB Common Stock issuable to such shareholder.

Rights Evidenced by Certificates. Each certificate for shares of Holding Company Penns Woods Common Stock issued in exchange for certificates certxxxxxtes for FLC Capital Stock or Patriot FNBSM Common Stock pursuant to Section 1.02(g)(i1.02(f)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to Holding Company Common Stock such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of FLC Capital FNBSM Common Stock or Patriot Common Stockwill, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Holding Company Penns Woods Common Stock pursuant to Section 1.02(g)(i1.02(f)(x) hereof xereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D1.02(e)(ii)(D) or Section 1.02(e)(ii)(E), as the case may behereof. If certificates for shares of FLC Capital Stock or Patriot FNBSM Common Stock are exchanged for Holding Company Penns Woods Common Stock at a date following one or more xxxx record dates for the payment of dividends or of any other distribution on the shares of Holding Company Penns Woods Common Stock, the Holding Company Penns Woods will pay cash in an xx xx amount equal to dividends divixxxxx theretofore payable on such Holding Company Penns Woods Common Stock and pay or deliver any other distribution xxxtribution to which holders of shares of Holding Company Penns Woods Common Stock have theretofore become entitled. Upon surrender of certificates for shares of FLC Capital Stock or Patriot Common Stock in exchange for certificates for Holding Company Common Stock, the Holding Company also shall pay any dividends to which such holder of FLC Capital Stock, in the case of a holder of Patriot Common Stock, may be entitled as a result of the declaration of a dividend on the FLC Capital Stock or Patriot Common Stock by FLC or Patriot in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Dateentxxxxx. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g1.02(f) upon surrender of certificates for shares of FLC Capital Stock or Patriot Penns Woods Common Stock. Notwithstanding the foregoingforegxxxx, no party hereto will be liable to any holder of FLC Capital Penns Woods Common Stock or any holder of Patriot Common Stock, for any amount paid upon adxxxx of legal counsel and in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of FLC Capital Stock or Patriot FNBSM Common Stock are surrendered by a Patriot or FLC FNBSM shareholder to the Holding Company Penns Woods for exchange, the Holding Company Penns Woods shall have the right xxxxt to withhold dividends or dividenxx xx any other distributions on the shares of Holding Company Penns Woods Common Stock issuable to such shareholder.