Common use of Conversion and Exchange of Shares Clause in Contracts

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Pocahontas Bancorp or Marked Tree Bancshares or the holders of shares of Pocahontas Bancorp or Marked Tree Bancshares Common Stock: (i) Each share of Marked Tree Bancshares Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of Marked Tree Bancshares Common Stock that are owned or held by either party or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock shall be issued or exchanged therefor. (iii) Each share of Pocahontas Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of common stock of Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of Marked Tree Bancshares Common Stock shall cease to have any rights as stockholders of Marked Tree Bancshares, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Pocahontas Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares as the Exchange Agent to effect the exchange of certificates evidencing shares of Marked Tree Bancshares Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Pocahontas Bancorp Common Stock to be received in the Company Merger. On the Company Merger Effective Date, Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Bancorp the issuance of the number of shares of Pocahontas Bancorp Common Stock issuable in the Company Merger. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, FCB and Marked Tree Bank shall enter into the Agreement and Plan of Merger substantially in the form attached as Exhibit 2.01 hereto. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 of the Arkansas Business Corporation Act.

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Pocahontas Bancorp or Marked Tree Bancshares NARK or the holders of shares of Pocahontas Bancorp or Marked Tree Bancshares NARK Common Stock: (i) Each share of Marked Tree Bancshares NARK Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares NARK Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of Marked Tree Bancshares NARK Common Stock that which are owned or held by either party or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock shall be issued or exchanged therefor. (iii) Each share of Pocahontas Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of common stock Common Stock of Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of Marked Tree Bancshares NARK Common Stock shall cease to have any rights as stockholders of Marked Tree BancsharesNARK, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Pocahontas Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares NARK as the Exchange Agent to effect the exchange of certificates evidencing shares of Marked Tree Bancshares NARK Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Pocahontas Bancorp Common Stock to be received in the Company Merger. On the Company Merger Effective Date, Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Bancorp the issuance of the number of shares of Pocahontas Bancorp Common Stock issuable in the Company Merger. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, FCB and Marked Tree Bank Newport Federal shall enter into the Agreement and Plan of Merger substantially in the form attached as Exhibit 2.01 2.1 hereto. (d) Marked Tree Bancshares NARK Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 Chapter 23 of the Arkansas Business Corporation ActTGCA. Each dissenting stockholder shareholder who is entitled to payment for such stockholdershareholder's shares of Marked Tree Bancshares NARK Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 Chapter 23 of the Arkansas Business Corporation ActTGCA.

Conversion and Exchange of Shares. (a) At The manner and basis of converting or exchanging the Company shares of each of Cellular and Magnetics shall be as follows: (1) Each share (and fraction thereof) of no par value common stock of Magnetics which shall be outstanding immediately prior to the Effective Time of the Merger Effective Date(except any such shares which shall then be held in the treasury of Magnetics) shall be changed, by virtue of the Company Merger and without any action on the part of Pocahontas Bancorp or Marked Tree Bancshares or the holders of holder thereof, into: Two Hundred Seventy-Seven and 78/100ths shares (277.78) shares of Pocahontas Bancorp or Marked Tree Bancshares Common Stock: (iIntercell so that upon the Effective Time of the Merger Intercell shall issue Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Eight(277,778) Each share shares in exchange for all capital stock of Marked Tree Bancshares Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration")Magnetics. (ii2) Any shares At the Effective Time of Marked Tree Bancshares Common Stock that are the Merger, all capital stock of Magnetics owned or held by either party or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date Magnetics as treasury shares, if any, shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, canceled and such shares shall not be converted into or represent any shares of Pocahontas Bancorp the Common StockStock of Intercell. At the Effective Time of the Merger, all capital stock of Magnetics issued and no outstanding shall be canceled and automatically subject to conversion into Intercell Common Stock as described in subparagraph 1.09(a)(1). (3) No fractional shares of Pocahontas Bancorp capital stock Intercell Common Stock shall be issued or exchanged therefor. (iii) Each share in connection with the Merger. Instead, each holder of Pocahontas Bancorp record shares of Intercell Common Stock issued and outstanding immediately before at the Company Merger Effective Date entitled to a fractional interest arising from the conversion of such shares shall remain an outstanding receive a cash payment for such fractional share. The cash payment for such fractional share shall be based upon the book value of common stock such shares. No such holder shall be entitled to dividends or other rights in respect of Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of Marked Tree Bancshares Common Stock shall cease to have any rights as stockholders of Marked Tree Bancshares, except such rights, if any, as they may have pursuant to applicable lawfractional interest. (b) Prior If not previously surrendered to Intercell, at the Company Merger Closing, not later than twenty (20) days after the Effective DateTime of the Merger, Pocahontas Bancorp shall appoint a bank, trust company each holder of an outstanding certificate or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares as the Exchange Agent to effect the exchange of certificates evidencing which prior thereto represented shares of Marked Tree Bancshares Magnetics Common Stock shall surrender the same to Corporate Stock Transfer, Inc. (any "Exchange Agent"), and each such holder shall be entitled upon such surrender to receive in exchange therefore, a certificate being hereinafter referred to as a "Certificate") for shares of Pocahontas Bancorp Common Stock to be received in the Company Merger. On the Company Merger Effective Date, Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Bancorp the issuance of or certificates representing the number of shares of Pocahontas Bancorp Intercell Common Stock issuable in into which the Company Mergercertificate or certificates so surrendered shall have been converted as aforesaid. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms After the Effective Time of the Merger and conditions as until surrendered to, and canceled by the Exchange Agent may impose Agent, each certificate which, prior to effect an orderly exchange thereof the Effective Time of the Merger, represented outstanding shares of Magnetics Common Stock shall be deemed for all corporate purposes to evidence the number of shares of Intercell Common Stock into which the same shall be been converted. Dividends on common stock of Intercell (if any are declared) payable after the Effective Time of the Merger with respect to such shares shall not be paid with respect thereto until the related Magnetics certificates shall be been surrendered, whereupon they shall be paid without interest to the person in whose name Intercell Common Stock certificates are issued. Notwithstanding the foregoing, any shareholder of Magnetics who lawfully elects to exercise his or her right to dissent from the Merger in accordance with customary exchange practicesthe Arizona Revised Statutes Section 10-1302 et. seq. will not be deemed to have converted his or her shares of Magnetics Common Stock into shares of Intercell Common Stock until such time as that shareholder is no longer entitled to payment for his shares. At that time shares of Magnetics Common Stock held by a dissenting shareholder, but with respect to which such shareholder did not exercise his right to dissent form the Merger, shall be deemed converted into shares of Intercell Common Stock as aforesaid as of the Effective Time. (c) In connection For purposes of paragraphs 1.09(a) and (b) of this Article I, shares of Magnetics Common Stock outstanding immediately prior to the Effective Time of the Merger shall not include any shares of Magnetics Common Stock with this Agreement, FCB and Marked Tree Bank respect to which the holders thereof ("Dissenting Magnetics Stockholders") shall enter into have filed written objections to the Agreement and Plan of Merger substantially in the form attached manner provided in the Arizona Revised Statutes Section 10-1321, provided, that if any such person shall subsequently lose his or her dissenter's rights, the shares of Magnetics Common Stock held by such person shall be deemed changed into shares of Intercell Common Stock as Exhibit 2.01 heretoprovided herein, as of the Effective Time of the Merger, and shall be exchanged in the manner and entitled to the rights provided herein. Magnetics shall give Intercell (i) prompt notice of any written objections or demands for payment of the value of their shares of Magnetics Common Stock received from the Dissenting Magnetics Stockholders and (ii) the opportunity to participate in all negotiations and proceeding s with respect to any such demands. Magnetics shall not, without the prior written consent of Intercell voluntarily make any payment with respect to, or settle or offer to settle, any such demands. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into If any certificate for shares of Pocahontas Bancorp Intercell Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer with signatures thereon duly guaranteed by a bank or trust company and that the person requesting such exchange (i) pay to the Exchange Agent any transfer expenses or other taxes required by reason of the issuance of a certificate for share of Intercell Common Stock in any name other than that of the registered holder of the certificate surrendered or (ii) establish to the satisfaction of the Exchange Agent that such transfer expenses or other taxes required by the issuance of a certificate for shares of Intercell Common Stock in the same name of the registered holder of the certificate for Magnetics Common Stock surrendered shall be paid by Intercell Corporation. (e) If Intercell has not previously delivered the Intercell Common Stock deliverable hereunder, at the Closing, to the holders of the Magnetics Common Stock, but as requested by such holders, then Intercell shall after issue and deliver, or cause to be issued and delivered to the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 Exchange Agent one certificate representing the aggregate number of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Intercell Common Stock to which all holders of Magnetics Common Stock shall receive be entitled pursuant to this Agreement and Plan of Merger, but in no event exceeding Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Eight (277,778) shares of Intercell Common Stock. The certificate so delivered in such payment therefor from names as requested by the surviving corporation shareholders of Magnetics, but under no circumstances shall Intercell be required to issue certificates for fractional shares. (f) If after the date hereof and prior to the Effective Time of the Company Merger, (i) there shall be any recapitalization, split-up or consolidation of shares of Intercell Common Stock or Magnetics Common Stock or (ii) the outstanding shares of Intercell or Magnetics Common Stock are, in connection with a Merger in an amount as determined pursuant to Section 4-26-1007 or consolidation of Intercell or Magnetics exchanged for a different number or class of shares of stock of Intercell or Magnetics or for the shares of the Arkansas Business Corporation Actcapital stock of any other corporation or (iii) the record date for determination of holders of Intercell or Magnetics Common Stock entitled to receive a dividend payable in such stock shall occur, then there shall be made an appropriate adjustment in the number and class of the shares to be issued and delivered upon the Merger.

Conversion and Exchange of Shares. (a) At the Company Merger Effective DateEffectiveness, each share of Faircom Stock issued and outstanding immediately prior to Effectiveness (other than shares owned or held by dissenting Faircom Stockholders) shall, by virtue of the Company Merger and without any action on the part of Pocahontas Bancorp or Marked Tree Bancshares or the holders of holder thereof, automatically be converted into shares of Pocahontas Bancorp or Marked Tree Bancshares Common Stock: (i) Each Preferred Stock as hereinafter provided, and each share of Marked Tree Bancshares Common Faircom Stock issued and outstanding at held in Faircom's treasury immediately prior to Effectiveness shall, by virtue of the Company Merger Effective DateMerger, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into canceled and represent solely one share retired without payment of Pocahontas Bancorp any consideration therefor. At Effectiveness, the holders of each outstanding option to purchase shares of Faircom Common Stock multiplied by (each a "Faircom Option") will receive such substitute stock options under the Exchange Ratio Regent Communications, Inc. Faircom Conversion Stock Option Plan ("Regent Options") as determined below (rounded will satisfy the requirements of Section 424(a) of the Internal Revenue Code and the regulations under Treas. 1.425-1 and as will not constitute a modification of the existing Faircom Options under Section 424(h) of the Internal Revenue Code. Each Faircom Option will be deemed to constitute an option to acquire the same number of shares of Preferred Stock as the holder of such Faircom Option would have been entitled to receive pursuant to the nearest fourth decimal) Merger had such holder exercised such Faircom Option in full immediately prior to the consummation of the Merger (whether or not such Faircom Option was in fact exercisable at the "Merger Consideration"time). . The terms of the Regent Options shall be the same as the terms of the existing Faircom Options, and such terms shall run from the date of grant of the Faircom Options. The Regent Options shall be immediately exercisable at the same aggregate exercise price as the Faircom Options surrendered in exchange therefor. The Regent Option agreements shall be substantially in the form of Exhibit 10(a). At the Closing, each Faircom Stockholder shall surrender for cancellation and exchange his certificate or certificates evidencing Faircom Stock (ii) Any shares of Marked Tree Bancshares Common Stock that are owned or held by either party or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares case of Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock shall be issued or exchanged therefor. (iii) Each share of Pocahontas Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of common stock of Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing Faircom Options, option agreement); provided, however, any Faircom Stockholder who has properly elected to demand appraisal of shares of Marked Tree Bancshares Common Stock shall cease to have any rights as stockholders of Marked Tree Bancshares, except such rights, if any, as they may have pursuant to the applicable lawlaws of Delaware need surrender his certificate or certificates only concurrently with a withdrawal of such demand or as required by law following a determination of the fair value of his or her shares. (b) Prior to the Company Merger Effective Date, Pocahontas Bancorp shall appoint a bank, trust company or other The stock transfer agent selected by it books of Faircom shall be closed at Effectiveness, and agreed to by Marked Tree Bancshares as the Exchange Agent to effect the exchange thereafter no transfer of certificates evidencing any such shares of Marked Tree Bancshares Common Faircom Stock (any such certificate being hereinafter referred to as shall be recorded thereon. In the event a "Certificate") for transfer of ownership of shares of Pocahontas Bancorp Common Faircom Stock to be received in is not recorded on the Company Merger. On the Company Merger Effective Datestock transfer books of Faircom, Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Bancorp the issuance of a certificate or certificates representing the number of whole shares of Pocahontas Bancorp Common Preferred Stock issuable into which such shares of Faircom Stock shall have been converted in connection with the Company Merger. The Exchange Agent shall accept Merger may be issued to the transferee of such Certificates upon shares of Faircom Stock if the certificate or certificates representing such shares of Faircom Stock is or are surrendered to the Trustee accompanied by all documents deemed necessary by the Trustee to evidence and effect such transfer of ownership of shares of Faircom Stock and by the payment of any applicable stock transfer tax with respect to such transfer, subject to compliance with such reasonable terms and any restrictions or conditions as contained herein with respect to the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, FCB and Marked Tree Bank shall enter into the Agreement and Plan transfer of Merger substantially in the form attached as Exhibit 2.01 hereto. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Faircom Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 of the Arkansas Business Corporation Act.

Conversion and Exchange of Shares. (a) At Upon consummation of the Company Merger Merger, all shares of Subsidiary's Common Stock outstanding immediately prior to the Effective DateDate shall, by virtue of the Company Merger and without any action on the part of Pocahontas Bancorp the holder thereof, be converted into and exchanged for all of the issued and outstanding shares of capital stock of the Surviving Corporation. All such shares shall be fully paid and non-assessable. (b) The shares of PCG Common Stock which shall be outstanding immediately prior to the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted as of the Effective Date into the right to receive an aggregate of 833,671.66 shares of Class A Preferred Stock of BEPI (the "Preferred"). The Preferred shall be created on or Marked Tree Bancshares or before the Closing pursuant to a Certificate of Designation in the form set forth in the BEPI Disclosure Schedule. Without limiting the generality of the foregoing, each share of Preferred shall be automatically converted into 100 shares of BEPI Common Stock when the number of authorized shares of BEPI Common Stock is increased to 300,000,000, shall have 100 votes per share and shall vote with the holders of the common stock as one class and shall have a $100 preference in liquidation. (c) Each holder of record on the Effective Date of shares of Pocahontas Bancorp PCG Common Stock shall be entitled, upon the surrender to BEPI or Marked Tree Bancshares any exchange agent selected by BEPI of the certificate for his or her shares of PCG Common Stock for cancellation, to receive a certificate or certificates representing the number of shares of Preferred into which the holder's shares of the PCG Common Stock shall have been converted in the Merger. (d) Except for the issuance of shares of Preferred upon conversion of shares of PCG Common Stock, the Merger shall effect no change in the shares of BEPI capital stock and none of BEPI's shares shall be converted as a result of the Merger. (e) After the Effective Date, there shall be no registration of transfers on the stock transfer books of PCG of the shares which were outstanding immediately prior to the Effective Date. (f) No fractional shares will be issued in the Merger, and any fractional shares will be canceled. (g) JCF and PCG acknowledge, on behalf of themselves and on behalf of each shareholder of PCG, that each such shareholder: (i) Each share will acquire the Preferred and any shares of Marked Tree Bancshares Common Stock issued common stock issuable on conversion of the Preferred (collectively "Securities") only for his own account, for investment, and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded without a view to the nearest fourth decimal) (the "Merger Consideration").distribution thereof; (ii) Any shares has carefully reviewed the public filings of Marked Tree Bancshares Common Stock that are owned or held by either party or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock shall be issued or exchanged therefor.BEPI; (iii) Each share of Pocahontas Bancorp Common Stock issued has been given access to all exhibits referred to in such registration statements and outstanding immediately before reports, and he has had the Company Merger Effective Date shall remain an outstanding share of common stock of Pocahontas Bancorp as opportunity to discuss BEPI's affairs with the surviving corporation.BEPI's officers; (iv) The holders understands that he may sell or otherwise transfer Securities only if such transaction is duly registered under the Securities Act of 1933, as amended (the "Act") or if he shall have received the favorable opinion of counsel to the BEPI to the effect that such sale or other transfer may be made in the absence of registration under the Act; (v) acknowledges that the certificates representing shares of Marked Tree Bancshares Common Stock shall cease Securities will be legended to have any rights as stockholders of Marked Tree Bancsharesreflect these restrictions, except such rights, if any, as they may have pursuant to applicable law.and stop transfer instructions will apply; and (bvi) Prior to realizes that the Company Merger Effective DateSecurities are not a liquid investment, Pocahontas Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares as the Exchange Agent to effect the exchange of certificates evidencing shares of Marked Tree Bancshares Common Stock (any such certificate being hereinafter referred to that he may lose his entire investment as a "Certificate") for shares of Pocahontas Bancorp Common Stock to be received in the Company Merger. On the Company Merger Effective Date, Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Bancorp the issuance result of the number Merger and his receipt of shares of Pocahontas Bancorp Common Stock issuable in the Company Merger. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practicesSecurities. (c) In connection with this Agreement, FCB and Marked Tree Bank shall enter into the Agreement and Plan of Merger substantially in the form attached as Exhibit 2.01 hereto. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 of the Arkansas Business Corporation Act.

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Pocahontas Alliance Bancorp or Marked Tree Bancshares SWB or the holders of shares of Pocahontas Alliance Bancorp or Marked Tree Bancshares SWB Common Stock: (i) Each outstanding share of Marked Tree Bancshares SWB Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Alliance Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of Marked Tree Bancshares SWB Common Stock that which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Pocahontas Alliance Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Pocahontas Alliance Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of common stock Common Stock of Pocahontas Alliance Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of Marked Tree Bancshares SWB Common Stock shall cease to have any rights as stockholders of Marked Tree BancsharesSWB, except such rights, if any, as they may have pursuant to applicable law. . (b) Prior to the Company Merger Effective Date, Pocahontas Alliance Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares SWB as the Exchange Agent to effect the exchange of certificates evidencing shares of Marked Tree Bancshares SWB Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Pocahontas Alliance Bancorp Common Stock to be received in the Company Mergershare exchange. On the Company Merger Effective Date, Pocahontas Alliance Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Alliance Bancorp the issuance of the number of shares of Pocahontas Alliance Bancorp Common Stock issuable in the Company Mergershare exchange. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, FCB and Marked Tree Bank shall enter into the Agreement and Plan of Merger substantially in the form attached as Exhibit 2.01 hereto. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 of the Arkansas Business Corporation Act.

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Pocahontas Alliance Bancorp or Marked Tree Bancshares SWB or the holders of shares of Pocahontas Alliance Bancorp or Marked Tree Bancshares SWB Common Stock: (i) Each outstanding share of Marked Tree Bancshares SWB Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Alliance Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of Marked Tree Bancshares SWB Common Stock that which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Pocahontas Alliance Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock of Alliance Bancorp shall be issued or exchanged therefor. (iii) Each share of Pocahontas Alliance Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of common stock Common Stock of Pocahontas Alliance Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of Marked Tree Bancshares SWB Common Stock shall cease to have any rights as stockholders of Marked Tree BancsharesSWB, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Pocahontas Alliance Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares SWB as the Exchange Agent to effect the exchange of certificates evidencing shares of Marked Tree Bancshares SWB Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Pocahontas Alliance Bancorp Common Stock to be received in the Company Mergershare exchange. On the Company Merger Effective Date, Pocahontas Alliance Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Alliance Bancorp the issuance of the number of shares of Pocahontas Alliance Bancorp Common Stock issuable in the Company Mergershare exchange. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. (c) In connection with this Agreement, FCB Liberty Federal and Marked Tree Bank Southwest Federal shall enter into the Agreement and Plan of Merger substantially in the form attached as Exhibit 2.01 heretoMerger. (d) Marked Tree Bancshares Perfected Dissenting Shares shall not be converted into shares of Pocahontas Bancorp Common Stock, but shall after the Company Merger Effective Date, be entitled only to such rights as are granted them by Section 4-26-1007 of the Arkansas Business Corporation Act. Each dissenting stockholder who is entitled to payment for such stockholder's shares of Marked Tree Bancshares Common Stock shall receive such payment therefor from the surviving corporation of the Company Merger in an amount as determined pursuant to Section 4-26-1007 of the Arkansas Business Corporation Act.