Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Purchaser Company (the "Exchange Agent"), in trust for the benefit of the Certificate(sholders of shares of Company Common Stock for exchange in accordance with this Article II, (i) held by any record cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a CertificateCertificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of or Certificates, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable (and cash in respect thereof lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to which such Person exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is entitled pursuant to this Article 1. A be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered will in exchange therefor is registered, it shall be registered in the name a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of the beneficial owner of said Certificate (as set forth in Schedule 2.2transfer) in the event the voting trust to which such shareholder was a party is terminated prior to and accompanied by evidence that any applicable stock transfer taxes have been paid or at Closingprovided for.

Surrender of Certificates. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of an outstanding certificate or certificates which prior thereto represented JIS Shares (ai) At a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the JIS Certificates shall pass, only upon delivery of the JIS Certificates to the Exchange Agent and shall be in such form and have such other provisions as Judge and JIS may reasonably specify), and (ii) instructions for use in effecting the surrender of the JIS Certificates in exchange for certificates representing Judge Common Shares and any time cash in lieu of any fractional Judge Common Shares. Such holder shall upon such surrender receive in exchange therefor a certificate or certificates representing the number of whole Judge Common Shares into which such JIS Shares shall have been converted. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented JIS Shares shall, upon and after the Effective Time, be deemed for all purposes (other than to the extent provided in the following sentence) to evidence ownership of the number of whole Judge Common Shares into which such JIS Shares have been converted. Dividends, if any, payable after the Effective Time upon surrender for cancellation to the Purchaser holders of the Certificate(s) held by any record holder Judge Common Shares shall, at Judge's option, be withheld from holders of a Certificate, together with a duly executed letter of transmittal in a form certificates formerly representing JIS Shares until such certificates (or lost share affidavits reasonably acceptable in form and substance to PurchaserJudge) are surrendered for exchange in accordance with this Section 2.5 and, such holder if so withheld, shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall then be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingwithout interest thereon.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than five (5) business days following the Effective Time, Computershare Investor Services LLP or such other firm selected by Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), pursuant to documentation reasonably acceptable to Purchaser of and the Certificate(s) held by any record Company consistent with the terms hereof, shall mail to each holder of record of a Certificate, Certificate who did not previously submit a properly completed Election Form together with a duly executed transmittal materials prior to the Election Deadline: (i) a form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (in the form or forms determined in accordance with the provisions of Section 1.5). Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share therefor, (i) a certificate evidencing the whole number of shares of Purchaser Common Stock into which the shares of Company Common Stock, theretofore represented by such surrendered the Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" so surrendered, shall be the Total Shareholder Consideration less the Escrow Amount delivered have been converted pursuant to the Escrow Agent provisions of Section 1.5, if any, plus (ii) a check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive hisif any, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so including any cash amount payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in accordance with Section 1.6(c). Certificates so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within five (5) business days of the receipt of all required documentation. If any Purchaser Common Stock to be exchanged for shares of Company Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the amount United States or the National Association of any unpaid dividends Securities Dealers, Inc., or by a commercial bank or trust company or other distributions payable on financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be deemed, cancelled in exchange for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.5 above.

Surrender of Certificates. (a) At The Corporation shall notify in writing all holders of record of shares of Preferred Stock of the Optional Conversion Time and the place designated for optional conversion of shares of Preferred Stock pursuant to Section 3.1.1. If the Corporation obtains knowledge that a Public Offering or a Deemed Liquidation Event is proposed to occur, the Corporation shall give prompt written notice of such event describing in reasonable detail the material terms and date of consummation thereof to each holder of Preferred Stock, but in any time after the Effective Time upon surrender for cancellation event such notice shall not be given no later than five days prior to the Purchaser occurrence of such Public Offering or Deemed Liquidation Event. Upon receipt of the Certificate(s) held by any record notice, each holder of shares of Preferred Stock electing to convert all or any portion of such holder’s Preferred Stock shall surrender such holder’s certificate or certificates for all such shares being converted (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a Certificate, together with a duly executed letter of transmittal in a form lost certificate affidavit and agreement reasonably acceptable to Purchaser, such holder shall the Corporation to indemnify the Corporation against any claim that may be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share made against the Corporation on account of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered alleged loss, theft or destruction of such certificate) to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Corporation at the escrows pursuant to the terms of this Agreementplace designated in such notice, each such Shareholder and shall be entitled to thereafter receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate certificates for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person holder is entitled pursuant to this Article 1Section 3. A Certificate If so required by the Corporation, certificates surrendered will for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Other than the name of the beneficial owner of said Certificate (as rights to dividend payments set forth in Schedule 2.2) in Section 3.3.2 below, all rights with respect to the event Preferred Stock converted pursuant to Section 3.1.1, including the voting trust rights, if any, to which such shareholder was receive notices and vote (other than as a party is terminated holder of Common Stock), will terminate at the Optional Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to or at Closingsuch time), except only the rights of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value From and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time, a bank or trust company to be designated by Parent, with the prior approval of the Company (the "Paying Agent"), shall act as exchange agent in effecting the exchange, for the Per Share Amount multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares, which Shares have become entitled to payment pursuant to Section 2.6. The Certificate(s) so surrendered Upon the surrender of each Certificate and the delivery by the Paying Agent of the Per Share Amount in exchange therefor, such Certificate shall forthwith be canceledcancelled. Until so surrenderedsurrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and Dissenting Shares) shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive the Per Share Amount applicable to the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or shall accrue on any amount payable on and after the Effective Time by reason of the Merger Consideration deliverable upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate accompanied by a properly executed letter of transmittal (referred to in respect thereof Section 2.9(c)), the holder shall receive the Per Share Amount applicable to which the Shares represented thereby, without any interest thereon. If the Per Share Amount is to be paid to a person other than the person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such Person payment or exchange that such Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such Per Share Amount to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Paying Agent that such tax has been paid or is entitled not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Per Share Amount or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly following the date six months after the Effective Time, the Paying Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Article 1Agreement, and the Paying Agent's duties shall terminate. A Thereafter, each holder of a Certificate surrendered will formerly representing Shares may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat or similar laws) receive in exchange therefor the Per Share Amount applicable to the Shares represented thereby, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be registered accorded to general creditors of the Surviving Corporation under applicable law. (c) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Shares a form of letter of transmittal and instructions, approved by Parent, for use in surrendering such Certificates and receiving the Per Share Amount therefor. (d) At and after the Effective Time, holders of Certificates shall cease to have any rights as stockholders of the Company except for the right to surrender such Certificates in exchange for the Per Share Amount or the right, if any, to receive payment from the Surviving Corporation of 7 11 the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL and Section 2.7 hereof, and there shall be no transfers on the stock transfer books of the Company or the Surviving Corporation of any Shares that were outstanding immediately prior to the Merger. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be cancelled and exchanged for the Per Share Amount, as provided in Section 2.6 hereof, subject to applicable law in the name case of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingDissenting Shares. 3.

Surrender of Certificates. Upon surrender of stock certificates representing the shares of Chaparral Common Stock (athe “Chaparral Stock Certificates”) At any time after (accompanied by duly executed stock powers) at the Effective Time upon surrender for cancellation Closing as well as the delivery to the Purchaser of the Certificate(s) held by any record holder Parent of a Certificate, together with a duly executed letter of transmittal which shall include customary representations and warranties including, but not limited to, the Chaparral Stockholders’ right, title and interest in a form reasonably acceptable their Chaparral Common Stock, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by the Chaparral Stockholders that any and all rights, preferences, privileges and obligations owed by Chaparral to Purchaserthe Chaparral Stockholders, shall cease and be of no further force or effect, the Chaparral Stockholders holding such holder Chaparral Stock Certificates shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for therefore stock certificates representing the number of shares of MW Parent Common Stock having a value (based on the MW into which their shares of Chaparral Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after are converted at the Effective Time. The Certificate(s) so surrendered , and such Chaparral Stock Certificates shall be canceledcancelled. Until so surrendered, each Certificate shall outstanding Chaparral Stock Certificates will be deemed, for all corporate purposesfrom and after the Effective Time, to evidence only the right to receive the Merger applicable number of shares of Parent Common Stock pursuant to the allocation set forth on Exhibit B. If payment of the Stock Consideration deliverable is to be made to a Person other than the Person in respect thereof whose name the Chaparral Common Stock is registered, it shall be a condition of payment that the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to which a Person other than the registered holder of the Chaparral Common Stock, or such Person shall have established to the satisfaction of Parent that such Tax either has been paid or is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingnot applicable.

Surrender of Certificates. (a) At any time after After the Effective Time, each holder of shares of Dynamotion Common Stock outstanding immediately before the Effective Time (other than Dissenting Shares), upon surrender to ESI or its agent designated for cancellation such purpose of a certificate or certificates formerly representing such shares (or a certificate for shares of Class A Stock or Class B Cumulative Convertible Preferred Shares of Dynamotion, $0.01 per share par value ("Class B Stock"), that have been converted into shares of Dynamotion Common Stock pursuant to the Purchaser of the Certificate(sConversion Proposal) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall will be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s(a) shall be paid with a certificate for representing the number of shares of MW ESI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Dynamotion Common Stock with have been converted pursuant to the provisions of Section 1.3 less, in the case of each Key Shareholder, the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (b) subject to Section 6.3 and the provisions of the Escrow Agreement (as defined in Section 2.2), a record date after certificate representing the Effective Timeshares of ESI Common Stock determined to be Escrowed Property. The Certificate(s) If any certificate for shares of ESI Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer and that the person requesting such exchange pay to ESI or its agent designated for such purpose any transfer or other taxes required or establish to the reasonable satisfaction of ESI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of shares of Dynamotion Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares, each Certificate shall be deemedESI, for all corporate purposesin the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, will deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of ESI Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to ESI (1) that such person is the owner of the shares theretofore represented by each certificate claimed by him or her to be lost, wrongfully taken, or destroyed and (2) that he or she is the person who would be entitled to present such certificate for exchange pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust reasonably requested by ESI to which indemnify and hold ESI and its transfer agent harmless with respect to such shareholder was a party is terminated prior to or at Closingexchange.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation Time, Pioneer Federal Savings Bank, Winchester, Kentucky, as exchange agent (the "Exchange Agent"), shall deliver to each former holder of Pioneer Common Stock (except holders of Dissenting Shares), who has validly surrendered to the Purchaser Exchange Agent the certificate or certificates formerly representing such holder's shares of the Certificate(s) held by any record holder of a Certificate, Pioneer Common Stock together with a duly executed letter of transmittal in the customary form and other documentation that reasonably may be required by Central or the Exchange Agent, a form reasonably acceptable check for an amount equal to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share the product of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Exchange Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for and the number of shares of MW Pioneer Common Stock having a value (based on represented by the MW certificate or certificates so surrendered. Central agrees to make available to the Exchange Agent immediately prior to Closing an amount of cash sufficient to cause payment of the Exchange Consideration to be made for any certificates formerly representing shares of Pioneer Common Stock Value and rounded down surrendered for payment in accordance with this Section 3.02. No interest shall accrue or be paid with respect to the nearest whole shareExchange Consideration. As soon as practicable (but no more than five (5) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date business days) after the Effective Time, Central will cause the Exchange Agent to mail to each record holder of Pioneer Common Stock at the Effective Time a form of letter of transmittal which, among other matters, shall specify how surrender of the stock certificates shall be effected. The Certificate(sThere shall be no obligation to deliver the Exchange Consideration in respect of any shares of Pioneer Common Stock until (and then only to the extent that) the holder thereof validly surrenders its certificate or certificates representing the shares of Pioneer Common Stock for exchange as provided in this Section 3.02, or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and an indemnity agreement and/or bond as may be required in any such case by Central in its reasonable discretion (which discretion Central may delegate to the Exchange Agent). If any payment for shares of Pioneer Common Stock is to be made in a name other than that in which the certificate for Pioneer Common Stock surrendered for exchange is registered, it shall be a condition to the payment that the certificate so surrendered shall be canceled. Until so surrenderedproperly endorsed or otherwise in proper form for transfer, each Certificate that all signatures shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered guaranteed by a member firm of any national securities exchange in the name United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent any transfer or other taxes required by reason of the beneficial owner payment to a person other than the registered holder of said Certificate the certificate surrendered or (as set forth in Schedule 2.2ii) in establish to the event satisfaction of the voting trust to which Exchange Agent that such shareholder was a party is terminated taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of Pioneer of any shares of Pioneer Common Stock outstanding immediately prior to or at Closingthe Effective Time.

Surrender of Certificates. (a) At any time On or after the Effective Time Time, Acquiror shall instruct the Exchange Agent to mail or deliver to every holder of record of Company Capital Stock whose shares of Company Capital Stock were converted pursuant to Section 1.9 into the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any): (i) a letter of transmittal in the form attached hereto as Exhibit B (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Capital Stock shall pass, only upon delivery to the Exchange Agent of the certificates evidencing ownership thereof (the “Certificates”) and shall contain the agreement and acknowledgment of the holder of such Certificates that such holder (A) approves this Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative Committee and (C) agrees to be bound by the indemnification provisions set forth herein in Article VIII, and (ii) instructions for effecting the surrender of the Certificates in exchange for the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17. Upon surrender of Certificates for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificateExchange Agent, together with a such Letter of Transmittal, duly completed and validly executed letter in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of transmittal in a form reasonably acceptable to Purchaser, record of such holder Certificates shall be entitled to receive in exchange therefor their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17, for each share of Common Company Capital Stock formerly represented by such surrendered Certificate a Pro Rata Share of and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificates so surrendered shall forthwith be canceledcancelled. Until so surrenderedsurrendered as contemplated by this Section 1.11, each Certificate shall be deemed, for all corporate purposes, deemed from and after the Effective Time to evidence represent only the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration deliverable (if any), in respect thereof to which accordance with Section 1.13 and Section 1.17, for each share of Company Capital Stock represented by such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingCertificate.

Surrender of Certificates. (a) Prior to the Effective Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "PAYING AGENT") for the holders of shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants in connection with the Merger to receive in trust funds to make the payments contemplated by Section 3.2. At the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (other than those which are held by any time after Subsidiary or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (the "Certificates") in exchange for the Applicable Merger Consideration deliverable in respect thereof pursuant to this Article III. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Applicable Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1III. A Certificate surrendered will No interest shall be registered paid or accrued in the name respect of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingcash payments.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value From and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time, a bank or trust company to be designated by Parent, with the prior approval of the Company (the "Exchange Agent"), shall act as exchange agent in effecting the exchange, for the Merger Consideration multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment pursuant to Section 2.1. The Certificate(sAs of the Effective Time, Parent shall, on behalf of Purchaser, deposit with the Exchange Agent, for the benefit of the holders of Shares (excluding any Shares described in Section 2.1(b) so surrendered and Dissenting Shares, if any), for the payment in accordance with this Article II, through the Exchange Agent, cash in an amount equal to the Merger Consideration multiplied by the number of outstanding Shares immediately prior to the Effective Time (excluding any Shares described in Section 2.1(b) and Dissenting Shares, if any) (such cash being hereinafter referred to as the "Payment Fund"). Upon the surrender of each Certificate and the delivery by the Exchange Agent of the Merger Consideration in exchange for the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate, such Certificate shall forthwith be canceledcancelled. Until so surrenderedsurrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and Dissenting Shares, if any) shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive the Merger Consideration deliverable applicable to the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or shall accrue on any amount payable on and after the Effective Time by reason of the Merger upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate, the holder shall receive the Merger Consideration applicable to the Shares represented thereby, without any interest thereon. If the Merger Consideration is to be paid to a person other than the person in respect thereof whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to which such Person payment or exchange that such Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of such Merger Consideration to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is entitled not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration or interest delivered to a public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to applicable abandoned property, escheat or at Closingsimilar laws.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (athe "Exchange Agent") At (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any time fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Effective Time upon Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender for cancellation the same to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, Exchange Agent and such holder shall be entitled to receive in exchange for each share therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock represented by such surrendered Certificate into which the shares of Company Common Stock were converted as a Pro Rata Share result of the Initial Distribution Amount Merger. Dividends or other distributions payable after the Closing to Shareholders. The "Initial Distribution Amount" holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be the Total Shareholder Consideration less the Escrow Amount delivered paid to the Escrow Agent pursuant to Section 1.5. Promptly holders thereof until certificates are surrendered for exchange as aforesaid, but, upon termination of each of the escrows pursuant to the terms of this Agreementsurrender, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) there shall be paid with a certificate for to the number holders of shares of MW Purchaser Common Stock having a value (based on the MW issued in exchange for Company Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions which shall have become payable on such shares to the Purchaser's stockholders of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name date of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing, without interest.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation Any letter of transmittal delivered pursuant to this Agreement shall specify that delivery of a National Common Unit shall be effected, and risk of loss and title to the Purchaser certificates evidencing such National Common Units (the "Certificates") shall pass, only upon proper delivery of the Certificate(s) held by any record holder Certificates to the Paying Agent and shall specify instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in a form reasonably acceptable accordance with the instructions thereto, and such other documents as may be required pursuant to Purchasersuch instructions, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Offer Consideration for each share of National Common Stock represented Unit formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Offer Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Offer Consideration is to be made to a person other than the person in whose name the surrendered Certificate a Pro Rata Share is registered on the transfer books of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" National MLP, it shall be a condition of payment that the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledendorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Entity that such taxes either have been paid or are not applicable. The Surviving Entity shall pay all charges and expenses, including those of the Paying Agent, in connection with the distribution of the Offer Consideration. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange therefor, upon receipt of an affidavit of that fact by the holder thereof and such bond, security or indemnity as may be reasonably required, the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II. Until so surrenderedsurrendered as contemplated by this Section 2.4, each Certificate shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof applicable to which the National Common Units evidenced by such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingCertificate.

Surrender of Certificates. Prior to the Effective Time, NHancement shall designate its transfer agent to act as the exchange agent (athe "EXCHANGE AGENT") At any time in the Merger. Promptly after the Effective Time, NHancement shall make available to the Exchange Agent for exchange in accordance with this Section 1.7, the aggregate number of shares, and warrants to purchase shares, of NHancement Common Stock issuable pursuant to Section 1.5 in exchange for all issued and outstanding shares of Trimark Capital Stock. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Trimark Capital Stock whose shares were converted and to the right to receive shares of NHancement Common Stock and Warrant pursuant to Section 1.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and shall have such other provisions as NHancement may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of NHancement Common Stock and Warrants. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, Exchange Agent together with a duly executed such letter of transmittal duly completed and validly executed in a form reasonably acceptable to Purchaseraccordance with the instructions thereto, such the holder of Certificate shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with therefor a certificate for representing the number of whole shares of MW NHancement Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and Warrants in accordance with Section 1.5, to which such holder is entitled pursuant to Section 1.5, and the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Trimark Capital Stock will be deemeddeemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of NHancement Common Stock and Warrants into which such shares of Trimark Capital Stock shall and been so converted and the right to receive the Merger Consideration deliverable an amount in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered cash in the name lieu of the beneficial owner issuance of said Certificate (as set forth any fractional shares in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingaccordance with Section 1.5.

Surrender of Certificates. As soon as practicable, the Representatives or their designee shall mail to each holder of record of a certificate representing outstanding Common Shares (athe "CERTIFICATES") At (1) a letter of transmittal, which shall be in a customary form reasonably satisfactory to Parent (including an undertaking to notify Parent of any time after changes in address of such Company Stockholder during the Effective Time upon surrender for cancellation forty-eight (48) months following the Closing) and which shall specify that delivery shall be effected, and risk of loss and title to the Purchaser Certificates shall pass, only upon proper delivery by such Company Stockholder of his, her or its Certificates to the Representatives or their designee, (2) instructions for use in effecting the surrender of the Certificate(sCertificates in exchange for the Merger Consideration contemplated to be paid to the Company Stockholders pursuant to this SECTION 3.2 and (3) held by any record a copy of the Representative Agreement and a joinder thereto. Upon surrender of a Certificate to the Representatives or their designee for cancellation, the holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder Certificate shall be entitled to receive in exchange for each share of Common Stock therefor the Merger Consideration (adjusted as contemplated in SECTION 3.3 hereof) represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" as set forth above, which Merger Consideration shall be payable upon such proper surrender by the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her Representatives or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder their designee by delivery of a Certificate(s) shall be paid with a certificate for certified or bank cashier's check or by wire transfer, and the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled upon delivery thereof to the Representatives or their designee. Until so surrendered, each Certificate shall No interest will be deemed, for all corporate purposes, to evidence only the right to receive paid or accrued on any portion of the Merger Consideration deliverable in respect thereof payable to which such Person holders of Certificates. In the event of a transfer of ownership of Common Shares that is entitled pursuant to this Article 1. A Certificate surrendered will be not registered in the name transfer records of the beneficial owner of said Company, payment may be made to a transferee if the Certificate (as set forth in Schedule 2.2) in the event the voting trust representing such Common Shares is presented to which Parent, accompanied by all documents required to evidence and effect such shareholder was a party is terminated prior to or at Closingtransfer and by evidence that any applicable stock transfer taxes have been paid.

Surrender of Certificates. (a) At any time after Upon surrender of a certificate or certificates which immediately prior to the Effective Time upon surrender evidenced outstanding shares of Tilion Capital Stock (the “Certificates”) for cancellation to Synquest and, with respect to holders of Preferred Stock, a completed Investor Questionnaire in the Purchaser form of Exhibit B hereto, the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder Certificate shall be entitled to receive in exchange for each share therefor (i) with respect to the Tilion Preferred Stock issued and outstanding immediately prior to the Effective Time, certificates evidencing that number of Common whole shares of Synquest Series A Preferred Stock represented which such holder has the right to receive in accordance with Section 2.1(b) (the “Synquest Certificates”) in respect of the shares of Tilion Preferred Stock formerly evidenced by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares of Synquest Series A Preferred Stock to which such holder is entitled pursuant to Section 2.3(f), subject to adjustment following the Closing as described in Section 2.5 below (the “Preferred Stock Consideration”) and in (ii) with respect to the amount of any unpaid dividends or other distributions payable on such shares of MW Tilion Common Stock with a record date after issued and outstanding immediately prior to the Effective Time. The Certificate(s, the consideration which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Tilion Common Stock formerly evidenced by such Certificate (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Tilion Capital Stock which is not registered in the transfer records of Tilion as of the Effective Time, the Merger Consideration may be issued or paid in accordance with this Article II to a transferee if the Certificate evidencing such shares is presented to Synquest, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.3 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each Certificate shall that, prior to the Effective Time, represented shares of Tilion Capital Stock will be deemed, deemed from and after the Effective Time for all corporate purposes, purposes to evidence represent only the right to receive upon such surrender the applicable Merger Consideration deliverable in respect thereof accordance with this Article II. No interest shall be paid or will accrue on any cash payable to which such Person is entitled holders of Certificates pursuant to any provision of this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingII.

Surrender of Certificates. (a) At any time Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent (the "Paying Agent") for the holders of shares of Company Common Stock in connection with the Merger to receive in trust the funds to which holders of shares of Company Common Stock shall become entitled pursuant to Section 1.6(a). On or prior to the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent for the benefit of holders of shares of Company Common Stock the aggregate Merger Consideration to which such holders shall be entitled at the Effective Time pursuant to Section 1.6(a). Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to holders of shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Purchaser and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a "Certificate"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held Paying Agent or to such other agent or agents as may be appointed by any record holder of a CertificateParent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" is registered, it shall be a condition of payment that the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledproperly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.1, each Certificate shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence represent only the right to receive the Merger Consideration deliverable in cash as contemplated by this Section 2.1. If any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or Parent, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation or Parent may direct, as indemnity against any claim that may be made against it with respect thereof to which such Person Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration such holder is entitled to receive pursuant to this Section 2.1. (c) 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 shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. All cash paid pursuant to this Article 1II upon the surrender or exchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificate. A (d) At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any earnings received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates. If any Certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to such date on which the Merger Consideration in respect of such Certificate surrendered will be registered would otherwise escheat to or become the property of any Governmental Entity, any such cash, shares, dividends or distributions payable in respect of such Certificate shall, to the name extent permitted by applicable law, become the property of the beneficial owner Surviving Corporation, free and clear of said all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Parent, Purchaser, the Surviving Corporation and the Paying Agent, as set forth the case may be, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock and Company Options such amounts that Parent, Purchaser, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended ( the "Code"), the rules and regulations promulgated thereunder or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock and Company Options in Schedule 2.2) in the event the voting trust to respect of which such shareholder deduction and withholding was a party is terminated prior to made by Parent, Purchaser, the Surviving Corporation or at Closing.the Paying Agent. Section 2.2

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Purchaser Company (the "Exchange Agent"), in trust for the benefit of the Certificate(sholders of shares of Company Common Stock for exchange in accordance with this Article II, (i) held by any record cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a CertificateCertificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of or Certificates, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable (and cash in respect thereof lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to which such Person exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is entitled pursuant to this Article 1. A be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered will in exchange therefor is registered, it shall be registered in the name a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of the beneficial owner of said Certificate (as set forth in Schedule 2.2transfer) in the event the voting trust to which such shareholder was a party is terminated prior to and accompanied by evidence that any applicable stock transfer taxes have been paid or at Closingprovided for.

Surrender of Certificates. (ai) At any time As soon as reasonably practicable after the Effective Time upon surrender for cancellation Agreement Date, Acquirer shall mail or deliver, or cause to the Purchaser of the Certificate(s) held by any record holder of be mailed or delivered, a Certificate, together with a duly executed letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding on the Agreement Date; provided, however, to the extent any holder of record of Company Capital Stock as of immediately prior to the Effective Time has not received a form reasonably acceptable Letter of Transmittal as of the Effective Time, Acquirer shall mail or deliver, or cause to Purchaserbe mailed or delivered, a Letter of Transmittal to any such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(swithin two (2) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after Business Days following the Effective Time. The Certificate(s) so surrendered Letter of Transmittal shall specify that, with respect to shares of Company Capital Stock represented by physical certificates or instruments immediately prior to the Effective Time(the “Certificates”), delivery of the Certificates shall be canceled. Until so surrenderedeffected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(i)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Certificate Person effecting the surrender of such Certificates, and shall be deemedin such form and have such other provisions as Acquirer and the Company may mutually agree upon, for all corporate purposesincluding an agreement to be bound by the provisions of Section 1.5 and Article VIII and to release Acquirer, the Company and the Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to evidence only or arising out of the right to receive Certificates, the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1and/or the Transactions. A Certificate surrendered will be registered in the name For clarity, holders of the beneficial owner shares of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated Company Capital Stock represented by book-entry immediately prior to the Effective Time shall not be required to surrender any Certificates or at Closingotherwise comply with Section 1.4(a)(i) with respect thereto.

Surrender of Certificates. (a) Prior to the Effective Time, Parent or Merger Sub shall designate American Stock Transfer & Trust Company or such other company that is then acting as the Parent’s stock transfer agent to act as payment agent in connection with the Merger (the “Payment Agent”). At the Closing, Parent shall issue irrevocable instructions with the Payment Agent to issue the appropriate number of Parent Common Stock to the Securityholders in accordance with the Final Spreadsheet as provided to Parent by Company. At each Release Date, Parent shall issue additional instructions to the Payment Agent for the benefit of the Securityholders, the aggregate First Tranche Closing Share Amount and the Second Tranche Closing Share Amount, if any, to be distributed to the Stockholders on such Release Date in accordance with the terms of this Agreement (including the Securityholders’ indemnification obligations set forth in Article VII). Parent shall require the Payment Agent to promptly distribute to each Securityholder any time Merger Consideration to which such Securityholder is properly entitled pursuant to the terms and conditions of this Agreement upon the Payment Agent’s satisfaction that it has received a properly executed Letter of Transmittal from a Stockholder or such other materials as are reasonably required thereby in respect of such entitlement from such Securityholder. Promptly after the Effective Time, and in any event within two Business Days following the Effective Time, Parent shall cause to be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Common Stock (including shares of Common Stock issued on the exercise of Vested Options) and which shares were converted into the right to receive Parent Common Stock pursuant to Section 1.6, a letter of transmittal (a “Letter of Transmittal”), such other documents as may reasonably be required by Parent (including any required IRS Form W-8 or W-9) and instructions for use in effecting such holder’s delivery of Certificates to the Payment Agent for Merger Consideration. Until surrendered as contemplated by this Section 1.9, from and after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive its portion of the Merger Consideration deliverable in respect thereof to which such Person is entitled determined pursuant to this Article 1Agreement then due and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of Parent or the Surviving Corporation or any other rights. A Notwithstanding the foregoing, any surrendered Certificate that represents Dissenting Shares shall be returned to the Person surrendering such Certificate unless such Person waives all appraisal or dissenters’ rights at or prior to such time. If the Merger Consideration is to be paid to a Person other than the one in whose name the Certificate surrendered will in exchange therefor is registered, it shall be registered a condition to such payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes and other applicable taxes have been paid or provided for. Parent shall reasonably assist the Company and the Payment Agent in developing arrangements for the name delivery of the beneficial owner required materials to significant holders of said Certificate (as set forth Common Stock to facilitate the payment of the consideration payable hereunder in Schedule 2.2) in respect of such Common Stock to such holders promptly following the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingEffective Time.

Surrender of Certificates. (aSubject to Paragraph 4(e) At any time after hereof, prior to the Effective Time upon surrender for cancellation Date, the MBFI Parties shall cause the Exchange Agent to the Purchaser of the Certificate(s) held by any record holder of mail to each Stockholder a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchasertransmittal, such holder which among other matters shall be entitled to receive specify how the surrender of Seller Common stock certificates in exchange for each share the Merger Consideration shall be effected (the "Letter of Transmittal"). There shall be no obligation to deliver the Merger Consideration in respect of any shares of Seller Common Stock represented until (and then only to the extent that) the holder thereof surrenders the holder's certificate evidencing the shares of Seller Common for exchange as provided in this Paragraph 4, or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and an indemnity agreement, secured by such surrendered Certificate a Pro Rata Share surety bond issued by a well-recognized surety company reasonably satisfactory to the MBFI Parties, in an amount equal to one hundred fifty percent (150%) of the Initial Distribution Amount value of the shares evidenced by the missing certificate, as may be required in any such case by the MBFI Parties in their reasonable discretion (which discretion the MBFI Parties may delegate to Shareholdersthe Exchange Agent). The "Initial Distribution Amount" If any payment of Merger Consideration for shares of Seller Common is to be made in a name other than that in which the certificate for Seller Common surrendered for exchange is registered, it shall be the Total Shareholder Consideration less the Escrow Amount delivered a condition to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of payment that the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered, each Certificate or (ii) establish to the reasonable satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Date, there shall be deemed, no transfers on the stock transfer books of Seller of any shares of Seller Common outstanding immediately prior to the Effective Date and any such shares of Seller Common presented to the Exchange Agent shall be cancelled in exchange for all corporate purposes, to evidence only the right to receive the aggregate Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingParagraph 3 hereof.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, Computershare Investor Services LLP (the "Exchange Agent"), pursuant to documentation reasonably acceptable to Purchaser and the Purchaser Company consistent with the terms hereof, shall mail to each holder of record of a certificate or certificates which, as of the Certificate(sEffective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share therefor, (i) a certificate evidencing the whole number of shares of Purchaser Common Stock into which the shares of Company Common Stock, theretofore represented by such surrendered the Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" so surrendered, shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows have been converted pursuant to the terms provisions of this AgreementSection 1.2, each plus (ii) the aggregate amount of Per Share Cash Consideration which such Shareholder shall holder would be entitled to receive hispursuant to Section 1.2 plus, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so (iii) such additional cash amount, if any, payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares in accordance with Section 1.5(c), and the Certificate so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within three (3) business days of the receipt of all required documentation. If any Purchaser Common Stock to be exchanged for shares of Company Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the amount United States or the National Association of any unpaid dividends Securities Dealers, Inc., or by a commercial bank or trust company or other distributions payable on financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be deemed, cancelled in exchange for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.2 above.

Surrender of Certificates. (a) At any time Promptly after the Effective Time upon surrender for cancellation (and in any event within three (3) Business Days thereafter), Saffron shall mail to the Purchaser Persons who were record holders of Company Stock Certificates immediately prior to the Certificate(sEffective Time: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Saffron and the Company shall reasonably agree (including (A) a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to Saffron and (B) a general release of all claims against the Company and Saffron); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Saffron Common Stock and the Fractional Share Cash Amount. Upon surrender of a CertificateCompany Stock Certificate to Saffron for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by Saffron: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate representing the number of whole shares of Saffron Common Stock represented by that such surrendered Certificate a Pro Rata holder has the right to receive (and the Fractional Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Cash Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows ) pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.5; and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive shares of Saffron Common Stock (and the Merger Consideration deliverable Fractional Share Cash Amount). If any Company Stock Certificate shall have been lost, stolen or destroyed, Saffron may, in its discretion and as a condition precedent to the delivery of any shares of Saffron Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Saffron against any claim suffered by Saffron related to the lost, stolen or destroyed Company Stock Certificate or any Saffron Common Stock issued in exchange therefor as Saffron may reasonably request. If any certificates evidencing shares of Saffron Common Stock are to be issued in a name other than that in which the surrendered Company Stock Certificate is registered, it shall be a condition of the issuance thereof that the Company Stock Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Company Stock Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to which such Person is entitled pursuant to this Article 1. A Saffron any transfer or other tax required by reason of the issuance of a new certificate for shares of Saffron Common Stock in any name other than that of the registered holder of the Company Stock Certificate surrendered will be registered in or otherwise establish to the name satisfaction of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which Saffron that such shareholder was a party tax has been paid or is terminated prior to or at Closingnot payable.

Surrender of Certificates. (a) At Trustee as Exchange and Company Securityholders Agent. In ----------------------------------------------------- the event that the Merger is approved by Company Securityholders, each Company Securityholder (except any time after the Effective Time upon surrender for cancellation to the Purchaser Dissenting Shareholders) by virtue of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms approval of this Agreement, each will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time and without further act of any Company Securityholder, Xxxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxxxxx Xxxxxxxxxxx, as Trustees for the Trust (together with permitted successors, "Merger ------ Agent"), his true and lawful agent and attorney-in-fact to ----- enter into any agreement in connection with the transactions contemplated by this Agreement, to (i) exercise all or any of the powers, authority and discretion conferred on him under any provision of the Agreement, (ii) waive any terms and conditions of any such Shareholder shall agreement on behalf of the Company Securityholders, (iii) give and receive notices and communications on his behalf and to be his exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Company or such Company Securityholders may be entitled to receive hisindemnification, her or its Pro Rata Share of the particular Escrow Amount distributed (iv) authorize delivery to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number Parent of shares of MW Parent Common Stock having a value from the Trust assets in satisfaction of claims by Dissenting Shareholders and from the Escrow Fund in satisfaction of claims by Parent, (based on the MW Common Stock Value and rounded down v) object to the nearest whole sharedeliveries referred to (iv), above, and (vi) equal to the amount so due plus cash in lieu of fractional shares and take all actions necessary or appropriate in the amount judgment of Merger Agent for the accomplishment of the foregoing and the Merger Agent agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. Notices or communications to or from the Merger Agent shall constitute notice to or from each of the Company Securityholders other than the Dissenting Shareholders. A decision, act, consent or instruction of the Merger Agent shall constitute a decision of all the Company Securityholders other than the Dissenting Shareholders and the Trust and shall be final, binding and conclusive upon each of such stockholders, and the Escrow Agent and Parent may rely upon any unpaid dividends such decision, act, consent or other distributions payable instruction of the Merger Agent as being the decision, act, consent or instruction of each and every such stockholder of the Company. The Escrow Agent and Parent are hereby relieved from any liability to any Company Securityholder for any acts done by them in reliance on such shares decision, act, consent or instruction of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingAgent.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than five (5) business days following the Effective Time, LaSalle Bank, N.A. or such other firm selected by Private and reasonably acceptable to Piedmont (the “Exchange Agent”), pursuant to documentation reasonably acceptable to Private and Piedmont consistent with the terms hereof, shall mail to each holder of record of a Certificate who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Purchaser of the Certificate(sElection Deadline: (i) held by any record holder of a Certificate, together with a duly executed form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (in the form or forms determined in accordance with the provisions of Section 1.6). Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share therefor, (i) a certificate evidencing the whole number of shares of Private Common Stock into which the shares of Piedmont Common Stock, theretofore represented by such surrendered the Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" so surrendered, shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows have been converted pursuant to the terms provisions of this AgreementSection 1.6, each if any, plus (ii) a check for the aggregate amount of cash, without interest, which such Shareholder shall holder would be entitled to receive hispursuant to Section 1.6, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so if any, including any cash amount payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in accordance with Section 2.1(c). Certificates so surrendered shall be cancelled. Private shall direct the Exchange Agent to make such deliveries within five (5) business days of the receipt of all required documentation. If any Private Common Stock to be exchanged for shares of Piedmont Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the amount United States or the National Association of any unpaid dividends Securities Dealers, Inc., or by a commercial bank or trust company or other distributions payable on financial institution acceptable to Private having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate no transfers on the stock transfer books of Piedmont of any shares of Piedmont Common Stock outstanding immediately prior to the Effective Time and any such shares of Piedmont Common Stock presented to the Exchange Agent shall be deemed, cancelled in exchange for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.6 above.

Surrender of Certificates. (a) At any time after Upon the Effective Time Time, each holder of shares of MicroVision Common Stock outstanding immediately prior to the Effective Time, upon surrender to ESI or its agent designated for cancellation to the Purchaser of the Certificate(s) held by any record holder such purpose of a Certificatecertificate or certificates representing such shares, together along with a any letters of transmittal, stock powers duly executed letter endorsed in blank with respect to shares of transmittal ESI Common Stock escrowed as provided for in a form Section 6.3, or other documents as may be reasonably acceptable to Purchaserrequested by ESI or its agent, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s(x) shall be paid with a certificate for representing the number of shares of MW ESI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW MicroVision Common Stock with shall have been converted pursuant to the provisions of Section 1.3 less the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a record date after certificate representing the Effective Timeshares of ESI Common Stock determined to be Escrowed Property. The Certificate(s) If any certificate for shares of ESI Common Stock is to be issued in a name other than that in which the certificate for MicroVision Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of ESI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of MicroVision Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by ESI to indemnify and hold ESI and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingtransfer agent harmless.

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Purchaser Company (the “Exchange Agent”), in trust for the benefit of the Certificate(sholders of shares of Company Common Stock for exchange in accordance with this Article II, (i) held by any record cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a CertificateCertificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of or Certificates, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable (and cash in respect thereof lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to which such Person exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is entitled pursuant to this Article 1. A be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered will in exchange therefor is registered, it shall be registered in the name a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of the beneficial owner of said Certificate (as set forth in Schedule 2.2transfer) in the event the voting trust to which such shareholder was a party is terminated prior to and accompanied by evidence that any applicable stock transfer taxes have been paid or at Closingprovided for.

Surrender of Certificates. Within ten (a10) At any time Business Days after the Effective Time upon surrender for cancellation Closing Date, Parent shall deliver (or cause its counsel or transfer agent to the Purchaser deliver) to each Stockholder that is entitled to receive a portion of the Certificate(s) held by any record holder of Adjusted Gross Merger Consideration a Certificate, together with a duly executed letter of transmittal in a the form attached hereto as Exhibit B (the “Letter of Transmittal”) and such other documents as may be reasonably acceptable required by Parent to Purchaserbe used by each Stockholder of record of one or more certificates evidencing ownership of Company Shares that shall be converted into the right to receive the applicable portion of the Adjusted Gross Merger Consideration and Earn-Out Payment pursuant to Section 3.1(c). Upon surrender to Parent (or Parent’s counsel or transfer agent, as directed in the Letter of Transmittal) of each such certificate held by such Stockholder for cancellation, together with such Letter of Transmittal duly completed and executed, and such other documents, such holder Stockholder shall be entitled to receive in exchange for each share therefor the applicable portion of Common Stock the Adjusted Gross Merger Consideration and Earn-Out Payment, without interest, into which such Company Shares theretofore represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" certificate shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent have been converted pursuant to Section 1.53.1(c), and the certificate so surrendered shall forthwith be cancelled. Promptly upon termination In the event of each a transfer of ownership of Company Shares that is not registered in the stock transfer records of the escrows pursuant Company, payment may be made to a Person other than the Person in whose name the certificate so surrendered is registered, if such certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such certificate or establish to the terms satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this AgreementSection 3.4(a), each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(scertificate (other than certificates representing Dissenting Shares) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of deemed at any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date time after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, Time to evidence represent only the right to receive upon such surrender the applicable portion of the Adjusted Gross Merger Consideration deliverable in respect thereof to and Earn-Out Payment, without interest, into which the Company Shares theretofore represented by such Person is entitled certificate shall have been converted pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 3.1.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, MDLI will cause its transfer agent (the "Transfer Agent") to send a letter to each holder of shares of Total eMed Common Stock that have been converted into MDLI Common Stock advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form enclosed therein, stock powers duly endorsed in blank with respect to shares of MDLI Common Stock escrowed as provided for in Section 7.2, or other documents as may be reasonably acceptable to Purchaserrequested by MDLI or its agent, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MDLI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Total eMed Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of MDLI Common Stock is to be issued in a record date after name other than that in which the Effective Time. The Certificate(s) certificate for Total eMed Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to MDLI or its agent designated for such purpose any transfer or other taxes required, or establish to the reasonable satisfaction of MDLI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Total eMed Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate MDLI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of MDLI Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to MDLI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by MDLI to indemnify and hold MDLI and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. (a) At any time after Prior to the Effective Time upon surrender for cancellation Date, MB and/or its subsidiaries and affiliates shall cause the Exchange Agent to the Purchaser of the Certificate(s) held by any record holder of mail to each Seller Stockholder a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchasertransmittal, such holder which among other matters shall be entitled to receive specify how the surrender of Seller Common stock certificates in exchange for each share the Purchase Consideration shall be effected (the “Letter of Transmittal”). There shall be no obligation to deliver the Purchase Consideration in respect of any shares of Seller Common Stock represented until (and then only to the extent that) the holder thereof surrenders the holder’s certificate evidencing the shares of Seller Common for exchange as provided in this Paragraph 4, or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and an indemnity agreement, secured by such surrendered Certificate a Pro Rata Share surety bond issued by a well-recognized surety company reasonably satisfactory to MB, in an amount equal to one hundred fifty percent (150%) of the Initial Distribution Amount value of the shares evidenced by the missing certificate, as may be required in any such case by MB in their reasonable discretion (which discretion MB may delegate to Shareholdersthe Exchange Agent). The "Initial Distribution Amount" If any payment of Purchase Consideration for shares of Seller Common is to be made in a name other than that in which the certificate for Seller Common surrendered for exchange is registered, it shall be the Total Shareholder Consideration less the Escrow Amount delivered a condition to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of payment that the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered, each Certificate or (ii) establish to the reasonable satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Date, there shall be deemed, for all corporate purposes, to evidence only no transfers on the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name stock transfer books of the beneficial owner Seller of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated any shares of Seller Common outstanding immediately prior to or at Closingthe Effective Date and any such shares of Seller Common presented to the Exchange Agent shall be cancelled in exchange for the aggregate Purchase Consideration payable with respect thereto as provided in Paragraph 3 hereof.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, Parent will cause its transfer agent (the "Transfer Agent") to send a letter to each holder of shares of Company Common Stock that have been converted into Parent Common Stock and cash advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form reasonably acceptable to Purchaserenclosed therein, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW Parent Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Company Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of Parent Common Stock is to be issued, or the cash portion of the Merger Consideration is to be paid, to a record date after Person other than the Effective Time. The Certificate(s) Person whose name the certificate for Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance and payment thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the Person requesting such exchange pay to Parent or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of Parent or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Company Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate Parent, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Parent Common Stock and cash to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to Parent (a) that such Person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the Person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by Parent to indemnify and hold Parent and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender Time, Purchaser shall make available or cause to be made available to Registrar and Transfer Company, or a third party selected by agreement of Purchaser and the Company (the “Exchange Agent”) amounts sufficient in the aggregate to provide all funds necessary for cancellation the Exchange Agent to the Purchaser make payments of the Certificate(s) held by any record holder Merger Consideration to holders of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Company Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount issued and outstanding immediately prior to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Purchaser shall use its reasonable best efforts to cause the Exchange Agent to mail, within three (3) business days of the later to occur of (i) the approval of the stockholders of the Company of the Merger and this Agreement, or (ii) the receipt of all approvals from Governmental Authorities, to each person who was, at such date, a holder of record of issued and outstanding Company Common Stock, a letter of transmittal and instructions (the “Letter”) for use in effecting the surrender of the Company Certificate(s). Within five (5) business days of the Effective Time, Purchaser shall cause the Exchange Agent to mail another Letter to all holders of record who have not returned a completed Letter and the Company Certificates. Upon surrender to the Exchange Agent of such Certificates (or such documentation and indemnification as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such Letter, duly executed and completed in accordance with the instructions thereto, the Exchange Agent shall within three (3) business days of the receipt of the required documents pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. If payment is to be made to a person other than the registered holder of the Company Certificate(s) surrendered, it shall be a condition of such payment that the Company Certificate(s) so surrendered shall be canceledproperly 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 Company Certificate(s) surrendered or established to the satisfaction of Purchaser or the Exchange Agent that such tax has been paid or is not applicable. Until so surrenderedOn the first anniversary of the Closing Date, each Certificate Purchaser shall be deemedentitled to cause the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Agent which have not been disbursed to holders of Company Certificates outstanding at the Effective Time. Thereafter, for all corporate purposes, such holders shall be entitled to evidence look to Purchaser only as a general creditor thereof with respect to the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name cash payable upon due surrender of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingtheir Company Certificates.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, the Exchange Agent shall deliver to the Purchaser each holder of record of a certificate or certificates which, as of the Certificate(sEffective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The foregoing letter of transmittal and instructions shall be subject to prior approval of the Company. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreementtherefor, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for evidencing the number of shares of MW Purchaser Common Stock having a value (based on into which the MW shares of Company Common Stock Value and rounded down Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the nearest whole share) equal to the amount so due plus provisions of Section 1.2 (and, where applicable, cash in lieu of fractional shares, also pursuant to the provisions of Section 1.2) and the Certificate so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within three (3) business days of the receipt of all required documentation. If any Purchaser Common Stock to be exchanged for shares and of Company Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the amount United States or the National Association of any unpaid dividends Securities Dealers, Inc., or by a commercial bank or trust company or other distributions payable on financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be deemed, cancelled in exchange for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.2 above.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, Parent will cause its transfer agent (the “Transfer Agent”) to send a letter to each holder of shares of Company Common Stock that have been converted into Parent Common Stock and cash advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form reasonably acceptable to Purchaserenclosed therein, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW Parent Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Company Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of Parent Common Stock is to be issued, or the cash portion of the Merger Consideration is to be paid, to a record date after Person other than the Effective Time. The Certificate(s) Person whose name the certificate for Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance and payment thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the Person requesting such exchange pay to Parent or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of Parent or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Company Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate Parent, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Parent Common Stock and cash to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to Parent (a) that such Person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the Person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by Parent to indemnify and hold Parent and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. (a) Apricus and the Company agree to use the Exchange Agent as exchange agent in the Merger. At the Effective Time, Apricus shall deposit with the Exchange Agent: (i) evidence of book-entry shares representing the Apricus Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Apricus Common Stock and cash amounts so deposited with the Exchange Agent, together with any time dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Apricus may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for book-entry shares of Apricus Common Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Apricus: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Apricus Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional share of Apricus Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Apricus Common Stock representing the Merger Consideration (and cash in the amount lieu of any unpaid fractional share of Apricus Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Apricus may, in its discretion and as a condition precedent to the delivery of any shares of Apricus Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Apricus against any claim suffered by Apricus related to the lost, stolen or destroyed Company Stock Certificate or any Apricus Common Stock issued in exchange therefor as Apricus may reasonably request. 6 Exhibit 2.1 (c) No dividends or other distributions payable on such shares of MW declared or made with respect to Apricus Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of Apricus Common Stock that such holder has the right to receive in the Merger Consideration until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is 180 days after the Closing Date shall be delivered to Apricus upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Apricus for satisfaction of their claims for Apricus Common Stock, cash in lieu of fractional shares of Apricus Common Stock and any dividends or distributions with respect to shares of Apricus Common Stock. (e) Each of the Exchange Agent, Apricus and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1Agreement to any holder of any Company Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. A To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No party to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Apricus Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closing.similar Law. 1.9

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to a bank or trust company reasonably acceptable to the Purchaser Company (the "EXCHANGE AGENT"), in trust for the benefit of the Certificate(s) held by any holders of Shares for exchange in accordance with this Article III, certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 3.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record holder of a Certificate, together with a duly executed letter of transmittal and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares pursuant to Section 3.3 hereof, if applicable. Upon surrender of a form reasonably acceptable Certificate to Purchaserthe Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Common Stock Share formerly represented by such Certificate, and the Certificate so surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholdersshall forthwith be cancelled. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of Until surrendered as contemplated by this AgreementArticle III, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value from and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable for each Share formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in respect thereof to which such Person is entitled lieu of fractional share interests pursuant to this Article 1. A Section 3.3 hereof is to be made to a person other than the one in whose name the Certificate surrendered will in exchange therefor is registered, it shall be registered a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for as specified in the name such letter of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingtransmittal.

Surrender of Certificates. (a) At any time Promptly after the Effective Time, SynQuest or its agent shall send or cause to be sent to each former stockholder of record of Viewlocity at the Effective Time transmittal materials for use in exchanging certificates of Viewlocity Capital Stock (“Certificates”) for certificates of SynQuest Common Stock or for cash, as appropriate in accordance with Section 2.1. After the Effective Time, the holder of such Certificate, upon surrender for cancellation thereof to the Purchaser of the Certificate(s) held SynQuest or an agent designated by any record holder of a CertificateSynQuest, together with a duly executed letter of transmittal in a form reasonably acceptable materials or upon compliance by the holder or holders thereof with SynQuest’s procedures with respect to Purchaserlost, such holder stolen or destroyed certificates, shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(stherefor (i) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so any payment due plus cash in lieu of fractional shares and certificates evidencing that number of whole shares of SynQuest Common Stock which such holder has the right to receive in accordance with Section 2.1 in respect of the shares of Viewlocity Series F Preferred Stock formerly evidenced by such Certificate, less such holder’s pro-rata portion of the Escrow Shares as set forth on Schedule 2.3 (the “Viewlocity Series F Initial Consideration”) or (ii) cash consideration which such holder has the right to receive in accordance with Section 2.1 in respect of the shares of Viewlocity Common Stock, Viewlocity Series E Preferred Stock, or Viewlocity Series F-1 Preferred Stock (together with the Viewlocity Series F Initial Consideration, the “Initial Consideration”) (the aggregate Initial Consideration and the Escrow Shares being, collectively, the “Merger Consideration”), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Viewlocity Capital Stock, which is not registered in the amount transfer records of any unpaid dividends or other distributions payable on such shares Viewlocity as of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall , SynQuest Common Stock and/or cash may be canceledissued and paid in accordance with this Article II to a transferee if the Certificate evidencing such shares is presented to SynQuest, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.3 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each Certificate shall that, prior to the Effective Time, represented shares of Viewlocity Capital Stock will be deemeddeemed from and after the Effective Time, for all corporate purposes, purposes to evidence only represent the right to receive upon such surrender the Merger Consideration deliverable number of full shares of SynQuest Common Stock or cash to be issued in respect thereof consideration therefor upon surrender of the Certificate in accordance with this Section 2.3 and the right to which such Person is entitled receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.3(g). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to any provision of this Article 1II. A Certificate surrendered Notwithstanding the foregoing, the right of any holder of one or more Certificates evidencing outstanding shares of Viewlocity Series F Preferred Stock to receive from SynQuest one or more certificates evidencing shares of SynQuest Common Stock will be registered conditioned on such holder’s delivery to SynQuest, together with such holder’s one or more Certificates, of an executed Investor Questionnaire, substantially in the name form of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingExhibit B hereto.

Surrender of Certificates. (a) At any time after After the Effective Time Time, each holder of shares of Chip Star Common Stock outstanding immediately prior to the Effective Time, upon surrender to ESI or its agent designated for cancellation to the Purchaser of the Certificate(s) held by any record holder such purpose of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, certificate or certificates representing such holder shares shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s(x) shall be paid with a certificate for representing the number of shares of MW ESI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Chip Star Common Stock with shall have been converted pursuant to the provisions of Section 1.3 less the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a record date after certificate representing the Effective Timeshares of ESI Common Stock determined to be Escrowed Property. The Certificate(s) If any certificate for shares of ESI Common Stock is to be issued in a name other than that in which the certificate for Chip Star Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of ESI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Chip Star Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by ESI to indemnify and hold ESI and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingtransfer agent harmless.

Surrender of Certificates. (a) At any time From and after the Effective Time upon Closing Date, Boston EquiServ or such other bank and trust company as the Company, at least five days prior to the mailing of the Company Proxy Statement (as defined in Section 3.9), shall designate and Holdings shall approve (which approval shall not be unreasonably withheld), shall act as exchange agent (the "Exchange Agent") in effecting the reclassification by the exchange for cash and New Common Stock of certificates that, prior to the Closing Date, represented shares of Old Common Stock entitled to payment in cash and New Common Stock pursuant to Section 1.3(a). As soon as practicable after the Closing Date, the Exchange Agent shall send a notice and transmittal form to each holder of record of Old Common Stock immediately prior to the Closing Date advising such holder of the effectiveness of the Recapitalization and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of the Company) the certificate or certificates to be exchanged pursuant to the Recapitalization. Upon the surrender for cancellation to the Purchaser exchange of the Certificate(s) held by any record holder of such a Certificatecertificate, together with a duly executed such letter of transmittal duly completed and properly executed in a form reasonably acceptable accordance with instructions thereto and such other documents as may be required pursuant to Purchasersuch instructions, such the holder shall be entitled paid promptly, without interest thereon and subject to receive in exchange for each share any required withholding of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreementtaxes, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW cash and New Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered to which such holder is entitled hereunder, and such certificate shall forthwith be canceled. Until so surrenderedsurrendered and exchanged, each Certificate certificate which immediately prior to the Closing Date represented outstanding shares of the Old Common Stock shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive the Merger Consideration deliverable in respect thereof to cash and New Common Stock into which such Person is entitled the Old Common Stock it theretofore represented shall have been converted pursuant to this Article 1Section 1.3(a), subject to any required withholding of taxes. A Certificate If any payment for Old Common Stock is to be made to a person other than the person in whose name the certificates for such shares surrendered will is registered, it shall be registered in the name a condition of the beneficial exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the delivery of such check to a person other than the registered owner of said Certificate (as set forth in Schedule 2.2) in the event certificate surrendered or shall establish to the voting trust to which satisfaction of the Exchange Agent that such shareholder was a party tax has been paid or is terminated prior to or at Closingnot applicable.

Surrender of Certificates. (a) At any time after Upon surrender of a Certificate and a Company Promissory Note, as the Effective Time upon surrender case may be, for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificateEscrow and Exchange Agent, together with a such Letter of Transmittal, duly executed letter executed, and such other documents as may reasonably be required by the Escrow and Exchange Agent, the holder of transmittal in a form reasonably acceptable to Purchasersuch Certificate and Company Promissory Note, such holder as the case may be, shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share therefor that portion of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Merger Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based set forth on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus Merger Consideration Allocation Schedule (together with cash in lieu of fractional shares shares) that such holder has the right to receive pursuant to the provisions of this Article II, and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after Certificate and Company Promissory Note, as the Effective Time. The Certificate(s) case may be, so surrendered shall forthwith be canceled. Until such time as (i) a holder of a Certificate and a Company Promissory Note shall have duly executed and delivered a Letter of Transmittal to Parent or the Escrow and Exchange Agent in respect of such Certificate and Company Promissory Note and (ii) that portion of the Merger Consideration set forth on the Merger Consideration Allocation Schedule is issued to or at the direction of the holder of a surrendered Certificate or Company Promissory Note, such Merger Consideration that would be issuable to the holder of such Certificate or Company Promissory Note shall not be issued to such holder, shall not be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company Capital Stock or Company Promissory Note that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a person other than the person in whose name the Certificate or Company Promissory Note so surrenderedsurrendered is registered, if such Certificate or Company Promissory Note shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of the Merger Consideration to a person other than the registered holder of such Certificate or Company Promissory Note or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.05, each Certificate or Company Promissory Note shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence represent only the right to receive the upon such surrender Merger Consideration deliverable as contemplated by this Section 2.05. No interest shall be paid or accrue on any cash payable in respect thereof to which such Person is entitled pursuant to this Article 1. A lieu of any fractional shares of Parent Common Stock upon surrender of any Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingCompany Promissory Note.

Surrender of Certificates. Prior to the Effective Time, Omnitek shall designate its legal counsel, Chachas Law Group P.C., to act as the exchange agent (athe “Exchange Agent”) At any time in the Merger. Promptly after the Effective Time, Omnitek shall make available to the Exchange Agent for exchange in accordance with this Section 1.7, the aggregate number of shares of Omnitek Common Stock issuable pursuant to Section 1.5 in exchange for all issued and outstanding shares of Pensare Common Stock. Promptly after the Effective Time, the Surviving Corporation shall cause to be delivered to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Pensare Common Stock whose shares were converted to the right to receive shares of Omnitek Common Stock pursuant to Section 1.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and shall have such other provisions as Omnitek may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Omnitek Common Stock. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, Exchange Agent together with a duly executed such letter of transmittal duly completed and validly executed in a form reasonably acceptable to Purchaseraccordance with the instructions thereto, such the holder of the Certificate shall be entitled to receive in exchange for each share therefore a certificate representing the number of whole shares of Omnitek Common Stock represented by in accordance with Section 1.5, to which such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent holder is entitled pursuant to Section 1.5. Promptly upon termination of each of , and the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Pensare Common Stock will be deemeddeemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive ownership of the Merger Consideration deliverable in respect thereof to number of full shares of Omnitek Common Stock into which such Person is entitled pursuant shares of Pensare Common Stock shall and have been so converted in accordance with Section 1.5. Any and all shares certificates representing shares of Omnitek Common Stock issued or to this Article 1. A Certificate surrendered will be registered issued upon conversion and in exchange for the name of the beneficial owner of said Certificate (as set forth Pensare Common Stock shall be held by Omnitek along with a duly executed Stock Power in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingblank.

Surrender of Certificates. Promptly, and in no event later than five (a5) At any time business days after the Effective Time upon surrender for cancellation Time, Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares (other than Shares held by those persons described in Section 1.8(a)(iv)) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Purchaser certificates shall pass only upon delivery of the Certificate(scertificates to the Parent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) held and instructions for use in effecting the surrender of the certificates that, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to Parent of such certificates (or affidavit of loss or destruction in lieu thereof, including any suitable indemnity that may be reasonably required by any record holder of a CertificateParent) ("Certificates"), together with a such letter of transmittal, duly executed letter of transmittal and completed in a form reasonably acceptable to Purchaseraccordance with the instructions thereto, such holder Parent shall be entitled to receive in exchange instruct promptly the transfer agent for each share of the Parent Common Stock represented (the "Transfer Agent") to issue and deliver to each stockholder of the Company who has surrendered Certificates pursuant hereto, at an address designated by such surrendered Certificate stockholder, a Pro Rata Share of the Initial Distribution Amount to Shareholders. The stock certificate ("Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to New Certificates") representing a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Parent Common Stock equal to the portion of the Merger Consideration that such stockholder is entitled to receive or has elected to receive pursuant to Section 1.8, net of amounts deposited into the Escrow Fund on behalf of each stockholder pursuant to Section 1.12, provided, however, that (i) stockholders of the Company who owe consideration to the Company as set forth on Section 2.11 of the Company Disclosure Schedule shall, prior to the Closing, repay such amounts to the Company in cash or surrender to the Company a number of shares of Company Common Stock having a value (value, based on the MW Common Stock Value and rounded down to the nearest whole share) Consideration Per Share, equal to the amount consideration so due plus cash in lieu of fractional owed (which shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, deemed outstanding for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name purposes of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.calculating

Surrender of Certificates. (a) At any time Promptly after the Effective Time, Holdings shall cause the Exchange Agent to mail and otherwise make available to each record holder as of the Effective Time upon surrender for cancellation of an outstanding certificate or certificates that immediately prior to the Purchaser Effective Time represented shares of AFC Common Stock (the "Certificates"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificate(sCertificates to the Exchange Agent) held by any record holder and instructions for use in effecting the surrender of a Certificatethe Certificates for payment therefor and conversion thereof, which letter of transmittal shall comply with all applicable rules and regulations of the NASDAQ Stock Market ("NASDAQ"). Upon surrender to the Exchange Agent of the Certificates, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchaserduly executed, the holder of such holder Certificates shall be entitled to receive promptly in exchange for each share of Common Stock represented by therefor a check representing the Merger Consideration to which such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" holder shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent have become entitled pursuant to Section 1.52.2 and the Plan of Merger, and the Certificates so surrendered shall forthwith be canceled. Promptly upon termination of each If any portion of the escrows pursuant Merger Consideration to be received upon exchange of a Certificate is to be paid to a person other than the terms of this Agreementperson in whose name the Certificate surrendered and exchanged therefor is registered, each such Shareholder it shall be entitled to receive his, her or its Pro Rata Share a condition of such payment that the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a check representing cash to such other person, or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. Until so surrenderedFrom the Effective Time until surrender in accordance with the provisions of this Section 2.4 and the Plan of Merger, each Certificate (other than Certificates held by Holdings or any of its Subsidiaries) shall be deemed, represent for all corporate purposes, to evidence purposes only the right to receive the Merger Consideration deliverable Consideration. All payments in respect thereof of AFC Common Stock that are made in accordance with the terms hereof shall be deemed to which have been made in full satisfaction of all rights pertaining to such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingsecurities.

Surrender of Certificates. (a) At any time after After the Effective Time, each holder of shares of AISI Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares), upon surrender to ESI or its agent designated for cancellation to the Purchaser of the Certificate(s) held by any record holder such purpose of a Certificatecertificate or certificates representing such shares, together along with a transmittal letter in the form described below and stock powers duly executed letter of transmittal endorsed in a form reasonably acceptable to Purchaserblank, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s(x) shall be paid with a certificate for representing the number of shares of MW ESI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW AISI Common Stock with shall have been converted pursuant to the provisions of Section 1.3 LESS the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a record date after certificate representing the Effective Timeshares of ESI Common Stock determined to be Escrowed Property. The Certificate(s) If any certificate for shares of ESI Common Stock is to be issued in a name other than that in which the certificate for AISI Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of ESI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of AISI Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1Agreement; and (ii) such security or indemnity as may be reasonably requested by ESI to indemnify and hold ESI and the transfer agent harmless. A Certificate surrendered will Promptly following the Closing, ESI's transfer agent shall deliver to AISI shareholders (i) a form of transmittal letter to be registered signed by each AISI shareholder providing for, among other things, transmittal of such shareholder's shares of AISI Common Stock to ESI's transfer agent, agreement to indemnification provisions contained in this Agreement, agreement to the name escrow of shares of ESI Common Stock on behalf of such shareholder, to the extent provided for in Section 6.3, and the appointment of the beneficial owner of said Certificate Shareholder Representatives (as set forth defined in Schedule Section 2.2); and (ii) a form of stock power to be endorsed in blank by each AISI Shareholder with respect to the event the voting trust to which shares of ESI Common Stock escrowed on behalf of such shareholder was a party is terminated prior to or at Closingshareholder.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, MedicaLogic will cause its transfer agent (the "Transfer Agent") to send a letter to each holder of shares of Medscape Common Stock that have been converted into MedicaLogic Common Stock advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form reasonably acceptable to Purchaserenclosed therein, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MedicaLogic Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Medscape Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of MedicaLogic Common Stock is to be issued in a record date after name other than that in which the Effective Time. The Certificate(s) certificate for Medscape Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to MedicaLogic or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of MedicaLogic or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Medscape Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate MedicaLogic, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of MedicaLogic Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to MedicaLogic (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by MedicaLogic to indemnify and hold MedicaLogic and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. As soon as practicable, but no later than five (a5) At any time Business Days after the Effective Time upon surrender for cancellation date hereof, the Company shall mail to the Purchaser of the Certificate(s) held by any record each holder of record of a Certificate, together with certificate representing outstanding Company Shares (the “Certificates”) (1) a duly executed letter of transmittal in the form attached hereto as Exhibit D (the “Letter of Transmittal”) and (2) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration contemplated to be paid to the Company Stockholders pursuant to this Section 3.2. As a form reasonably acceptable condition to Purchasereach Certificate holder’s receipt of a portion of the Merger Consideration, but subject to Section 3.6 hereof, each holder of a Certificate shall (i) surrender a Certificate to the Representative or its designee for cancellation and (ii) deliver an executed Letter of Transmittal (which shall include a joinder to the Representative Agreement). Upon receipt by the Parent or the Transfer Agent, as applicable, of the items set forth in the immediately preceding sentence (but in no event earlier than the Effective Time), the holder of such holder Certificate shall be entitled to receive in exchange for therefor the portion of the Preferred Share Merger Consideration, or the Common Per Share Merger Consideration, as applicable (adjusted in each share of Common Stock case as contemplated in Section 3.4 and Section 3.5 hereof) represented by such Certificate as set forth above, which Merger Consideration shall be payable upon such proper surrender by Parent or the Transfer Agent, as applicable, by delivery of a certified or bank cashier’s check or by wire transfer, and the Certificate so surrendered Certificate a Pro Rata Share shall forthwith be cancelled upon delivery thereof to Parent or the Transfer Agent, as applicable. No interest will be paid or accrued on any portion of the Initial Distribution Amount Merger Consideration payable to Shareholdersholders of Certificates. The "Initial Distribution Amount" In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment may be made to a transferee if the Certificate representing such Company Shares is presented to Parent or the Transfer Agent, as applicable, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Notwithstanding any contrary provision set forth in this Agreement, neither Parent nor the Transfer Agent, nor the Representative shall be pay to any holder of a Certificate that portion of the Total Shareholder Merger Consideration less represented by such Company Stockholder’s share of the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows Funds until such time as such amount, if any, is distributable pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share and conditions of the particular General Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingAgreement.

Surrender of Certificates. (a) At any time after After the Effective Time Date, each holder of shares of FSB Common Stock outstanding immediately prior to the Effective Date (other than shares held by FSC or shares as to which dissenters' rights have been perfected) shall, upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificatecertificate or certificates representing such shares to FSB or its agent designated for such purpose, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for or certificates representing the number of shares of MW FSC Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW FSB Common Stock with a record date after shall have been converted pursuant to the Effective Time. The Certificate(s) so surrendered shall be canceledprovisions set forth herein. Until so surrendered, each Certificate the certificates which prior to the Merger represented shares of FSB Common Stock shall be deemed, deemed for all corporate purposes to evidence ownership of the shares of FSC Common Stock into which such shares of FSB Common Stock shall have been converted; provided, however, that no dividends with respect to shares of FSB Common Stock shall be paid until the holder shall have surrendered such certificates, at which time the holder shall be paid the amount of dividends, if any, without interest, which shall theretofore have become payable with respect to the shares of FSC Common Stock into which such shares of FSB Common Stock shall have been converted. No fractional shares of FSC Common Stock shall be issued in or as a result of the Merger. In lieu of any such fractional shares, as a mere mechanical rounding off for accounting purposes, each holder of shares of FSB Common Stock who would otherwise have been entitled to evidence only a fraction of a share of FSC Common Stock upon surrender of stock certificates as provided in this Section 3.5 will, upon such surrender, be paid an amount of cash (without interest) determined by multiplying (a) the right to receive average of the Merger Consideration deliverable daily closing prices of a share of FSC Common Stock as reported on the NASDAQ Market during the period of five (5) consecutive trading days ending at the end of the third trading day immediately preceding the Effective Date, by (b) the fractional share interest in respect thereof FSC Common Stock to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will the holder would otherwise be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingentitled.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value From and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time, a bank or trust company to be designated by Parent, with the prior approval of the Company (the "Paying Agent"), shall act as exchange agent in effecting the exchange, for the Per Share Amount multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares, which Shares have become entitled to payment pursuant to Section 2.6. The Certificate(s) so surrendered Upon the surrender of each Certificate and the delivery by the Paying Agent of the Per Share Amount in exchange therefor, such Certificate shall forthwith be canceledcancelled. Until so surrenderedsurrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and Dissenting Shares) shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive the Per Share Amount applicable to the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or shall accrue on any amount payable on and after the Effective Time by reason of the Merger Consideration deliverable upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate accompanied by a properly executed letter of transmittal (referred to in respect thereof Section 2.9(c)), the holder shall receive the Per Share Amount applicable to which the Shares represented thereby, without any interest thereon. If the Per Share Amount is to be paid to a person other than the person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such Person payment or exchange that such Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such Per Share Amount to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Paying Agent that such tax has been paid or is entitled not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Per Share Amount or interest delivered to a public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to applicable abandoned property, escheat or at Closingsimilar laws.

Surrender of Certificates. (a) Prior to the Effective ------------------------- Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for the holders of shares of ------------ Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants in connection with the Merger to receive in trust funds to make the payments contemplated by Section 3.2. At the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (other than those which are held by any time after Subsidiary or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (the "Certificates") in exchange for the Applicable Merger Consideration deliverable ------------- in respect thereof pursuant to this Article III. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Applicable Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1III. A Certificate surrendered will No interest shall be registered paid or accrued in the name respect of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingcash payments.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, Computershare Investor Services LLP (the "Exchange Agent"), pursuant to documentation reasonably acceptable to Purchaser and the Purchaser Company consistent with the terms hereof, shall mail to each holder of record of a certificate or certificates which, as of the Certificate(sEffective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreementtherefor, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for evidencing the number of shares of MW Purchaser Common Stock having a value into which the shares of Company Common Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.2, and the Certificate so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within three (based on 3) business days of the MW receipt of all required documentation. If any Purchaser Common Stock Value and rounded down to be exchanged for shares of Company Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the nearest whole shareexchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) equal pay to the amount so due plus cash in lieu of fractional shares and in the amount of Exchange Agent any unpaid dividends transfer or other distributions payable on taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be deemed, cancelled in exchange for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.2 above.

Surrender of Certificates. (a) At any time The Representative shall pay an amount equal to the Per Share Initial Merger Consideration out of the Payment Fund for each Common Share that is surrendered in accordance with this Section 3.2(c). Promptly after the Effective Time Time, subject to Section 3.6, upon surrender for cancellation of a Certificate or Certificates (or affidavit of lost Certificate in form and substance reasonably satisfactory to the Purchaser of Representative and the Certificate(sSurviving Corporation) held representing Common Shares owned by any record holder of a Certificatesuch stockholder to the Representative or to such other agent or agents as may be appointed by the Representative, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchasercounsel for the Representative and Buyer, the holder of such holder Certificate or Certificates shall be entitled to receive in exchange for each share therefor an amount in cash, without any interest thereon, equal to the product of the Per Share Initial Merger Consideration multiplied by the number of Common Stock Shares represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount or Certificates. From time to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date time after the Effective Time. The Certificate(s, as and when any amount of Subsequent Merger Consideration is distributed out of the Payment Fund by the Representative to the Equity Holders pursuant to this Agreement, any holder of Common Shares that has surrendered Certificates representing Common Shares to the Representative (or to any agent appointed by the Representative) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only have the right to receive its Percentage Interest of the Subsequent Merger Consideration deliverable that is distributed out of the Payment Fund by the Representative to the Equity Holders in respect thereof of all Certificates representing Common Shares so surrendered by such holder relative to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name aggregate amount of the beneficial owner entire Subsequent Merger Consideration so distributed. Such right to receive Subsequent Merger Consideration shall not be transferable except by will or the laws of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingdescent and distribution.

Surrender of Certificates. Each conversion of shares of Series 1997-A ------------------------- Preferred Stock shall be effected by the surrender of the certificate representing the shares of Series 1997-A Preferred Stock to be converted at the office of the savings bank or of the trust company appointed by the savings bank for such purpose (a) At any or at such other location or locations in the continental United States as may from time after to time be designated by the Effective Time upon surrender for cancellation Secretary of the savings bank in a notice to the Purchaser registered holders of the Certificate(s) held by any record holder shares of a CertificateSeries 1997-A Preferred Stock), together with any required stock transfer tax stamps and a duly executed letter written notice by the holder of transmittal such Series 1997-A Preferred Stock stating such holder's desire to convert such shares into Common Stock, the number (in a form reasonably acceptable whole shares) of shares to Purchaserbe converted, and the name or names (with addresses) in which such holder wishes the certificate or certificates for the shares of Common Stock to be issued and shall include instructions for delivery thereof. Promptly after such surrender and the receipt by the savings bank of such written notice, each person named in the prescribed notice shall be entitled to receive become, and shall be registered in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share the original stock books of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be savings bank as, the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a record holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having issuable upon such conversion. In the event less than all of the shares of Series 1997-A Preferred Stock represented by a value (based certificate are to be converted by a holder, upon such conversion the savings bank shall issue and deliver, or cause to be issued and delivered, to the holder a certificate or certificates for the shares of Series 1997-A Preferred Stock not so converted. If the savings bank calls for the redemption of any shares of Series 1997-A Preferred Stock, the rights of conversion provided for herein shall cease and terminate, as to the shares designated for such redemption, at the close of business on the MW Common Stock Value and rounded down to fifth day immediately preceding the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and redemption date specified in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after notice provided in paragraph 3(b), unless the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered savings bank defaults in the name payment of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingredemption price therefor.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, the Exchange Agent (defined below) shall deliver to the Purchaser each holder of record of a certificate or certificates which as of the Certificate(sEffective Time represented outstanding shares of Bancorp Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share of therefor, MAF Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MAF Common Stock having a value (based on into which the MW shares of Bancorp Common Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.2, and the Certificate so surrendered shall be cancelled. MAF shall direct the Exchange Agent to make such payments within five business days of the receipt of all required documentation. If any payment for shares of Bancorp Common Stock Value and rounded down is to be made in a name other than that in which the Certificate for Bancorp Common Stock surrendered for exchange is registered, it shall be a condition to the nearest whole sharepayment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to MAF having an office in the United States, and that the person requesting the payment shall either (a) equal pay to the amount so due plus cash in lieu of fractional shares and in the amount of Exchange Agent any unpaid dividends transfer or other distributions payable on taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only no transfers on the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name stock transfer books of the beneficial owner Bancorp of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated any shares of Bancorp Common Stock outstanding immediately prior to or at Closing.the

Surrender of Certificates. (a) At any time As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a 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 the Merger Consideration. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held Paying Agent or to such other agent or agents as may be appointed by any record holder of a CertificateParent, together with a duly executed such letter of transmittal in a form transmit tal, duly executed, and such other documents as may reasonably acceptable to Purchaserbe required by the Paying Agent, the holder of such holder Certificate shall be entitled to receive in exchange for each share therefor the amount of Common Stock cash into which the Shares theretofore represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent have been converted pursuant to Section 1.5. Promptly upon termination of each of 3.01, and the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.02, each Certificate shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to amount of cash, without interest, into which the Shares theretofore represented by such Person is entitled Certificate shall have been converted pursuant to this Article 1Section 3.01. A Certificate surrendered No interest will be registered in paid or will accrue on the name cash payable upon the surrender of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingany Certificate.

Surrender of Certificates. As soon as practicable, but in no event later than five (a5) At business days, following the date hereof, the Shareholder Representative or its designee (e.g., any time after exchange agent engaged by the Effective Time upon Shareholder Representative for purposes of satisfying its obligations pursuant to this Section 2.2(c) shall mail to each holder of record of a certificate representing outstanding Common Shares (other than a certificate (or portion thereof) representing Rollover Common Shares, the treatment of which is addressed in Section 2.9) (the “Certificates”) (i) the Letter of Transmittal (as defined below) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cancellation the Merger Consideration contemplated to be paid to the Purchaser Company Shareholders pursuant to this Section 2.2. As a condition to the receipt of a portion of the Certificate(s) held by any record Merger Consideration, each holder of a Certificate, together with Certificate shall (A) surrender a duly Certificate to the Shareholder Representative or its designee for cancellation and (B) deliver an executed letter of transmittal and any exhibits thereto. Upon receipt by the Shareholder Representative of the items set forth in a form reasonably acceptable to Purchaserthe immediately preceding sentence, (but in no event earlier than the Effective Time) the holder of such holder Certificate shall be entitled to receive in exchange for each share of therefor the Common Stock Per Share Merger Consideration (subject to adjustment pursuant to Section 2.4) represented by such Certificate as set forth above, which Merger Consideration shall be payable by the Shareholder Representative or its designee upon such proper surrender by delivery of a check or by wire transfer, and the Certificate so surrendered Certificate a Pro Rata Share shall forthwith be cancelled upon delivery thereof to the Shareholder Representative or its designee. No interest will be paid or accrued on any portion of the Initial Distribution Amount Merger Consideration payable to Shareholdersholders of Certificates. The "Initial Distribution Amount" In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment may be made to a transferee if the Certificate representing such Common Shares 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. Notwithstanding any contrary provision set forth in this Agreement, the Shareholder Representative shall be not pay to any holder of a Certificate that portion of the Total Shareholder Merger Consideration less represented by such Company Shareholder’s pro rata share of the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows Funds until such time as such amount, if any, is distributable pursuant to the terms and conditions of this the Escrow Agreement, each such . The Shareholder shall be entitled to receive his, her Representative or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down designee shall, as soon as reasonably practicable, deliver to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for Company all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled Certificates it has received pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 2.2(c).

Surrender of Certificates. At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Parent (athe “Paying Agent”), as agent for the holders of shares of Company Common Stock to be cancelled in accordance with Section 2.9, cash in the aggregate amount required to pay the aggregate amount of the Per Share Merger Consideration payable on the shares of Company Common Stock outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 2.10(b) At of the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of shares of Company Common Stock converted pursuant to the Merger and such cash shall not be used for any time other purposes. Promptly after the Effective Time upon Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Per Share Merger Consideration payable on shares of Company Common Stock pursuant to Section 2.9 hereof (the “Stockholders”), a form of letter of transmittal in the form of Exhibit G attached hereto and instructions for use in effecting the surrender for cancellation of shares of Company Common Stock pursuant to such letter of transmittal. Upon surrender to the Purchaser of the Certificate(s) held by any record holder Paying Agent of a Company Stock Certificate, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in a form reasonably acceptable accordance with the instructions thereto, and such other documents as may be required pursuant to Purchasersuch instructions, the holder of such holder Company Stock Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration payable on shares of Company Common Stock for each share of Company Common Stock represented formerly evidenced by such surrendered Company Stock Certificate a Pro Rata and such Company Stock Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Merger Consideration payable upon the surrender of any Company Stock Certificate for the benefit of the Initial Distribution Amount to Shareholdersholder of such Company Stock Certificate and any required withholding taxes on the Per Share Merger Consideration payable on shares of Company Common Stock may be withheld by Parent, the Surviving Corporation, or the Paying Agent. The "Initial Distribution Amount" All interest accrued in respect of the cash deposited with the Paying Agent shall be the Total Shareholder Consideration less the Escrow Amount delivered accrue to the Escrow Agent pursuant to Section 1.5. Promptly upon termination benefit of each of the escrows pursuant and be paid to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSurviving Corporation.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, the Exchange Agent (defined below) shall deliver to the Purchaser each holder of record of a certificate or certificates which as of the Certificate(sEffective Time represented outstanding shares of Bancorp Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter 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 (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share of therefor, MAF Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MAF Common Stock having a value (based on into which the MW shares of Bancorp Common Stock Value and rounded down Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the nearest whole share) equal to provisions of Section 1.2, and the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledcancelled. Until MAF shall direct the Exchange Agent to make such payments within five business days of the receipt of all required documentation. If any payment for shares of Bancorp Common Stock is to be made in a name other than that in which the Certificate for Bancorp Common Stock surrendered for exchange is registered, it shall be a condition to the payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to MAF having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered, each Certificate shall be deemed, for all corporate purposes, or (b) establish to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.satisfaction of