Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco HAIDA GWAI shall cause enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇ ▇. Emas, Attorney at Law or such other agent or agents as may be satisfactory to be deposited with a paying agent HAIDA GWAI and E-RENTER (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco), for the benefit of the holders of shares of Company Common Stock (other than Treasury E-RENTER Shares, Cancelled Shares and Dissenting Shares), for payment Exchange through the Exchange Agent in accordance with this Article III, I; (i) certificates representing the funds necessary appropriate number of HAIDA GWAI Shares to pay the Merger Consideration be issued to holders of E-RENTER Shares issuable pursuant to Section 1.6 in Exchange for each share as to which the Merger Consideration shall be payableoutstanding E-RENTER Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding E-RENTER Shares (the "Certificates") whose shares of Company Common Stock (other than Treasury were converted into the right to receive HAIDA GWAI Shares and Cancelled Shares, if any), pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco E-RENTER and the Company HAIDA GWAI, INC. may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject No dividends or other distributions declared or made after the Effective Time with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance HAIDA GWAI Shares with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the Surviving Corporation at such time and holder of any former holders of shares of Company Common Stock prior un-surrendered Certificate with respect to the Merger who have not theretofore complied with this Article III HAIDA GWAI Shares represented thereby until the holder of record of such Certificate shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if anysurrender such Certificate. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (fd) In the event that any certificate formerly representing Company Common Stock Certificate for E-RENTER Shares or HAIDA GWAI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in Exchange therefore, upon the making of an affidavit of that fact by the person claiming holder thereof such certificate HAIDA GWAI Shares if any, as may be required pursuant to this Agreement; provided, however, that HAIDA GWAI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All HAIDA GWAI Shares issued upon the surrender for Exchange of E-RENTER Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such E-RENTER Shares. There shall be no further registration of transfers on the stock transfer books of either of E-RENTER or HAIDA GWAI of the E-RENTER Shares or HAIDA GWAI Shares which were outstanding immediately prior to the Effective Time. It after the Effective Time, Certificates are presented to HAIDA GWAI for any reason, they shall be cancelled and Exchanged as provided in this Article I. (f) No fractional HAIDA GWAI Shares shall be issued in the Share Exchange, but in lieu thereof each holder of E-RENTER Shares otherwise entitled to a fractional HAIDA GWAI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares. (g) The Boards of Directors of both E-RENTER AND HAIDA GWAI, INC. acknowledge that a change of name of HAIDA GWAI, INC. to E-RENTER USA, INC. may or may not be completed on or before the effective date. In the event that the change of name has not been officially completed and recorded by the Secretary of State of the State of Colorado all actions to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by made as outlined in paragraphs (a) through (f) of this Section 1.7 be delayed temporarily until such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationname change has been officially made.

Exchange of Certificates. (a) Substantially contemporaneously Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Mergerco Acquiror shall cause deposit with the Exchange Agent the shares of Acquiror Common Stock to be deposited with a paying agent issued in the Merger, which shares (collectively, the "Paying AgentMerger Stock") shall be deemed to be jointly selected by issued at the Company (acting through Effective Time. At and following the Independent Director) and MergercoEffective Time, for the benefit Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of the holders cash in lieu of fractional shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payableSection 1.06 hereof. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each person who was, at the Effective Time, a holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented shares of evidenced Outstanding Company Common Stock (collectively, the "Certificates"), other than Treasury Shares and Cancelled Sharesthe Company, if any)Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectedeffective, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and which shall be in such form and shall have such other provisions as Mergerco Acquiror and the Company may Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of certificates representing the Merger ConsiderationStock. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, transmittal duly executed and acceptance thereof such other documents as may be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the Consideration shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Nybor Consideration (as appropriate Effective Time to the extent provided in accordance with Section 3.2) multiplied by 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Common Stock formerly represented is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms transfer and conditions as the Paying Agent may impose by evidence reasonably satisfactory to effect an orderly exchange thereof in accordance with customary exchange practices. Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing each outstanding Certificate which theretofore represented shares of Company Common Stock that have been convertedshall, until surrendered for exchange in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by accordance with this Section 3.3(b)1.04, each certificate formerly representing be deemed for all purposes to evidence the number of full shares of such Company Common Merger Stock shall be deemed at any time after into which the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with (which, prior to the terms of this Article III Effective Time, were represented thereby) shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesso converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any cash Merger Stock deposited with the Paying Exchange Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to unclaimed by the holders former stockholders of the certificates formerly representing shares of Company Common Stock one year after six months following the Effective Time shall be delivered to the Surviving Corporation at such time Corporation, upon demand, and any former holders stockholders of shares of the Company Common Stock prior to the Merger who have not theretofore then complied with this Article III the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment the exchange of their claim for cash, if anyCertificates. (e) None of MergercoEffective upon the Closing Date, the stock transfer books of the Company or the Paying Agent shall be liable to any person in respect closed, and there shall be no further registration of any cash from transfers of shares of Company Stock thereafter on the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawrecords of the Company. (f) In All Merger Stock issued upon conversion of shares of Company Stock in accordance with the event any certificate formerly representing Company Common Stock terms hereof shall be deemed to have been lost, stolen or destroyed, upon the making issued in full satisfaction of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect all rights pertaining to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationshares of Company Stock.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective ------------------------ Time, a bank or trust company shall be designated by Parent which shall be reasonably acceptable to the Company (the "Exchange Agent") to act as exchange agent in effecting the exchange of the Per Share Amount for certificates (the "Certificates") that, immediately prior to the Effective Time, Mergerco shall cause evidenced Shares entitled to be deposited with a paying agent (the "Paying Agent"payment pursuant to Section 2.07(a) to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) hereof. As soon as practicable after the Effective Time, and using its reasonable best efforts the Surviving Corporation shall instruct the Exchange Agent to do so within three business days thereafter, the Paying Agent shall mail or otherwise deliver to each holder record holder, immediately prior to the Effective Time, of an outstanding certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled evidenced Shares, if any), (i) a letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment thereof (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon proper delivery of such certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions for use in effecting ). Upon the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesCertificate, together with a properly completed duly executed letter of transmittaltransmittal and such other customary documents as may be required pursuant to the instructions, and acceptance thereof by the Paying Agent, Exchange Agent shall be entitled pay the holder of such Certificate an amount in cash equal to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) Per Share Amount multiplied by the number of shares of Company Common Stock Shares formerly represented evidenced by such certificateCertificate, in exchange therefor, and such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Shares held by Parent, Acquisition or the Company, or any direct or indirect subsidiary thereof) shall represent solely the right to receive the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate. No interest shall be paid or accrue on the Merger ConsiderationPer Share Amount. The Paying If the Per Share Amount (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate evidencing Shares surrendered in exchange therefor is registered, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Per Share Amount to a person other than the registered holder of the Certificate surrendered, or shall accept establish to the satisfaction of the Exchange Agent that such certificates upon compliance with such reasonable terms tax has been paid or is not applicable. From and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After after the Effective Time, there the holders of Certificates shall cease to have any rights with respect to Shares, except as otherwise provided herein or by law. (b) At or before the Effective Time, Parent shall (or shall cause Acquisition to) deposit in trust with the Exchange Agent, in immediately available funds, the aggregate Per Share Amount to which holders of Shares shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed entitled at any time after the Effective Time pursuant to represent only Section 2.07(a) hereof (the right "Fund"). At the direction of Parent, the Exchange Agent may invest portions of the Fund in any of (i) readily marketable obligations of the United States or any agent or instrumentality thereof or obligations unconditionally guaranteed by the government of the United States; (ii) certificates of deposit of or time deposits with any commercial bank (including the Exchange Agent) that has combined capital and surplus of at least $500,000,000; (iii) commercial paper issued by any corporation which is rated at least "P-1" by ▇▇▇▇▇'▇ Investors Service, Inc. or "A-1" by Standard & Poor's Corporation; or (iv) money market mutual funds investing in obligations of the type described in subclauses (i), (ii) or (iii) hereof. Any earnings resulting from, or interest or income produced by, such investments shall be paid to receive upon such surrender the Merger Consideration for each such share of Company Common StockSurviving Corporation as and when requested by the Surviving Corporation. (c) Subject Promptly following the date which is one (1) year after the Effective Time, the Exchange Agent shall deliver to the provisions of the DGCL, Surviving Corporation all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock and other documents in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining its possession relating to the shares exchanged for cash theretofore represented transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly evidencing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Per Share Amount multiplied by the number of Shares formerly evidenced by such certificatesCertificate, without any interest or dividends thereon. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year At and after the Effective Time Time, the stock transfer records of the Company shall be delivered closed, and there shall be no transfers on the stock transfer books of the Company of any Shares. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation at or the Exchange Agent, they shall be cancelled and exchanged for the Per Share Amount multiplied by the number of Shares formerly evidenced by such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with Certificate, as provided in this Article III shall thereafter look only III, subject to applicable law in the Surviving Corporation and only as general unsecured creditors thereof for payment case of their claim for cash, if anyDissenting Shares. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with From time to time following the Effective Time, Mergerco as required by subsections (b) and (c) below, the Surviving Corporation shall cause deliver to be deposited with a paying agent (the "Paying Agent") to be jointly depository or trust institution of recognized standing selected by AREP Oil & Gas and reasonably acceptable to the Company (acting through the Independent Director“Exchange Agent”) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article IIII: (i) certificates representing the appropriate number of shares of IPO Co. Common Stock issuable pursuant to Section 1.7 as of the Effective Time; and (ii) cash to be paid in lieu of fractional shares of IPO Co. Common Stock (such shares of IPO Co. Common Stock and such cash, together with any dividends or distributions with respect thereto, are hereinafter referred to as the funds necessary “Exchange Fund”) pursuant to pay the Merger Consideration Section 1.9(f) below, in exchange for each share as to which the Merger Consideration shall be payableoutstanding Shares. (b) As soon as practicable Not later than two (2) Business Days after the Effective Time, and using its reasonable best efforts AREP Oil & Gas shall cause the Exchange Agent to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and whose shares were converted into the right to receive shares of Company IPO Co. Common Stock (other than Treasury Shares and Cancelled Shares, if any), pursuant to Section 1.7: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, effected and risk of loss and title to such certificates the Certificates shall pass, pass only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco AREP Oil & Gas and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such representing shares of Company IPO Co. Common Stock, upon together with any dividends or distributions with respect thereto, and, if applicable, cash to be paid for fractional shares of IPO Co. Common Stock. Upon surrender of a Certificate for exchange and cancellation to the Paying Exchange Agent of such certificate or certificates, together with a properly completed such letter of transmittal, transmittal duly executed and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate completed in accordance with the instructions thereto, the holder of such Certificate shall be issued a certificate representing that number of whole shares of IPO Co. Common Stock and, if applicable, a check representing the cash consideration to which such holder is entitled on account of a fractional share of IPO Co. Common Stock that such holder has the right to receive pursuant to the provisions of this Article I and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2) multiplied by 1.9(c), and the 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, a certificate representing the proper number of shares of Company IPO Co. Common Stock formerly represented by and a check representing the amount of consideration payable in lieu of fractional shares and any dividends or other distributions to which such certificate. No interest holder is entitled pursuant to Section 1.9(c), shall be paid or accrue on issued to a transferee if the Merger Consideration. The Paying Agent shall accept Certificate representing such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required to evidence and effect such cashtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.9, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each certificate representing shares of IPO Co. Common Stock and cash in lieu of any fractional shares of IPO Co. Common Stock as contemplated by this Section 1.9 and any other distributions to which such share of Company Common Stockholder is entitled pursuant to Section 1.9(c). (c) Subject No dividends or other distributions declared or made after the Effective Time with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company IPO Co. Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the Surviving Corporation at such time and holder of any former holders of unsurrendered Certificate with respect to the shares of Company IPO Co. Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.9(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of Applicable Law, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of IPO Co. Common Stock issued in exchange therefor without interest (i) promptly, the amount of any cash payable in lieu of a fractional share of IPO Co. Common Stock to which such holder is entitled pursuant to Section 1.9(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of IPO Co. Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to the Merger who have not theretofore complied surrender and a payment date subsequent to surrender payable with this Article III shall thereafter look only respect to the Surviving Corporation and only as general unsecured creditors thereof for payment such whole shares of their claim for cash, if anyIPO Co. Common Stock. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (fd) In the event that any certificate formerly representing Company Common Stock Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the person claiming holder of such certificate shares of IPO Co. Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that AREP Oil & Gas or the Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (e) All shares of IPO Co. Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.9(c) or 1.9(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares; subject, however, to IPO Co.’s obligation to pay any dividends or make any other distributions with a record date prior to the date of this Agreement that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of IPO Co. of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to IPO Co. for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractions of a share of IPO Co. Common Stock shall be issued in the Merger but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of IPO Co. Common Stock (based upon the aggregate number of shares of IPO Co. Common Stock that would have been issued to such holder absent this provision) shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the closing price for IPO Co. Common Stock, as reported by the securities exchange or quotation service on which shares of IPO Co. Common Stock are traded or quoted, on the first Business Day immediately following the Effective Time that such a quote is available, by the fractional share interest to which such holder would otherwise be entitled. For example, if a holder would receive, in the aggregate 100.25 shares of IPO Co. Common Stock in exchange for his aggregate holdings of Company Common Stock, then he would be entitled to receive cash in respect of 0.25 shares of IPO Co. Common Stock. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. From time to time after the Effective Time, as promptly as practicable after the determination of the amount of cash, if any, to be lost, stolen or destroyed and, if required by Surviving Corporationpaid to holders of fractional share interests who have surrendered their Certificates to the Exchange Agent, the posting by Exchange Agent shall so notify IPO Co., and IPO Co. shall deposit such person amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of a bond fractional share interests subject to and in such reasonable amount accordance with the terms of Sections 1.9(b) and (c). (g) Any portion of the Exchange Fund that remains undistributed to the holders of Shares upon the expiration of one (1) year after the Effective Time shall be delivered to IPO Co. upon demand and any holders of Shares who have not theretofore complied with this Article 1 shall thereafter look only to IPO Co. as Surviving Corporation general creditors for payment of their claim for IPO Co. Common Stock and cash in lieu of fractional shares, as the case may direct as indemnity against be, and any claim that may be made against it applicable dividends or distributions with respect to such certificate, IPO Co. Common Stock. (h) Neither the Paying Agent will issue in exchange Surviving Corporation nor IPO Co. shall be liable to any holder of Shares or IPO Co. Common Stock for such lostshares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, stolen escheat or destroyed certificate similar Applicable Law. (i) Each of IPO Co. and the Merger ConsiderationExchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state or local tax Law. To the extent that amounts are so withheld by IPO Co. or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by IPO Co. or the Exchange Agent, as the case may be.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco WWNI shall cause enter into an agreement with, and shall deposit with, Sperry Young & ▇▇▇▇▇▇▇▇▇▇, or such other agent or agents as may be satisfactory to be deposited with a paying agent WWNI and TCG (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco'), for the benefit of the holders of shares of Company Common Stock (other than Treasury TCG Shares, Cancelled Shares and Dissenting Shares), for payment exchange through the Exchange Agent in accordance with this Article III, I: (i) certificates representing the funds necessary appropriate number of WWNI Shares to pay the Merger Consideration be issued to holders of TCG Shares issuable pursuant to Section 1.6 in exchange for each share as to which the Merger Consideration shall be payableoutstanding TCG Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding TCG Shares (the "Certificates") whose shares of Company Common Stock (other than Treasury were converted into the right to receive WWNI Shares and Cancelled Shares, if any), pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco TCG and the Company WWNI may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing WWNI Shares. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof by any other required documents, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the therefore a certificate representing that number of shares of Company Common Stock formerly represented by whole WWNI Shares, which such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into holder has the right to receive cashpursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of TCG Shares which are not registered in the transfer records of TCG, a certificate representing the proper number of WWNI Shares may be issued to a transferee if the Certificate representing such certificates are TCG Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required by the Exchange Agent or WWNI to evidence and effect such cashtransfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockcertificate representing WWNI Shares as contemplated by this Section 1.7. (c) Subject No dividends or other distributions declared or made after the Effective Time with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance WWNI Shares with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the Surviving Corporation at such time and holder of any former holders of shares of Company Common Stock prior unsurrendered Certificate with respect to the Merger who have not theretofore complied with this Article III WWNI Shares represented thereby until the holder of record of such Certificate shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if anysurrender such Certificate. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (fd) In the event that any certificate formerly representing Company Common Stock Certificate for TCG Shares or WWNI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefore, upon the making of an affidavit of that fact by the person claiming holder thereof such certificate to be lost, stolen or destroyed andWWNI Shares and cash in lieu of fractional WWNI Shares, if any, as may be required by Surviving Corporationpursuant to this Agreement; provided, however, that WWNI or the posting by such person Exchange Agent, may, in its respective discretion, require the delivery of a bond suitable bond, opinion or indemnity. (e) All WWNI Shares issued upon the surrender for exchange of TCG Shares in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may accordance with the terms hereof shall be made against it with respect deemed to have been issued in full satisfaction of all rights pertaining to such certificateTCG Shares. There shall be no further registration of transfers on the stock transfer books of TCG of the TCG Shares which were outstanding immediately prior to the Effective Time. If, after the Paying Agent will issue Effective Time, Certificates of TCG are presented to WWNI for any reason, they shall be canceled and exchanged as provided in exchange for such lostthis Article I. (f) No fractional WWNI Shares shall be issued in the Merger, stolen but in lieu thereof each holder of TCG Shares otherwise entitled to a fractional WWNI Share shall, upon surrender of its, his or destroyed certificate her Certificate or Certificates, be entitled to receive an additional share to round up to the Merger Considerationnearest round number of shares.

Exchange of Certificates. (a) Substantially contemporaneously with At the Closing, certificates representing not less than one hundred percent (100%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) each certificate representing issued and Mergerco, for the benefit of the holders of outstanding shares of Company Common Stock (other than Treasury Shareseach, Cancelled Shares a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and Dissenting Shares), for payment expenses incurred by the Company in connection with this Agreement in accordance with this Article IIISection 7.5 from the Cash Consideration portion of the Merger Consideration, the funds necessary to pay the Merger Consideration for each share as to which the remaining Merger Consideration shall be payable. distributed as follows (bas set forth on Schedule 2.3) As soon as practicable after to the Effective Timeextent Certificates have been surrendered at Closing (or thereafter upon surrender of Certificates) the remaining Cash Consideration shall be wired to an account or accounts designated by the Shareholders, and using its reasonable best efforts less $1,135,000 which shall be placed in escrow to do so within three business days thereafterpartially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that Certificate which immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, deemed for all corporate purposes to evidence ownership of the amount of cash and risk of loss and title to such certificates shall pass, only Stock issuable upon delivery conversion of such certificates shares of Common Stock, but shall, subject to applicable appraisal rights under the Paying Agent PBCL, have no other rights. Subject to appraisal rights under the PBCL, from and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder the holders of an outstanding certificate or certificates that immediately prior shares of Common Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the Effective Time represented amount of cash and into which such shares of Company Common Stock, upon surrender Stock have been converted. (b) If any cash is to be paid in the Paying Agent name of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by person other than the Paying Agent, shall be entitled to receive person in whose name the Certificate(s) surrendered in exchange therefor is registered, it shall be a condition to the Consideration payment of such cash that (i) the Certificate(s) so surrendered shall be transferable, and shall be properly assigned, endorsed or accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper, and (iii) the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the number foregoing or establish to the reasonable satisfaction of Parent that such taxes have been paid or are not required to be paid. Notwithstanding the foregoing, neither Parent nor the Company shall be liable to a holder of shares of Company Common Stock formerly represented by for cash paid to such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, holder pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms Section 1.2(a) of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") Agreement that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund are delivered to a public office official pursuant to any applicable abandoned property, escheat or similar lawlaws. (fc) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed anddestroyed, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will Parent shall issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger Considerationcash issuable in exchange therefor pursuant to the provisions of Section 1.2(a) of this Agreement. The Board of Directors of Parent may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange of Certificates. (a) Substantially contemporaneously with No later than five business days prior to the Effective TimeClosing, Mergerco the Company shall cause furnish to be deposited with Parent mailing labels or a paying agent computer file containing the names and addresses of the record holders of certificates representing Company Shares. (b) Parent shall mail to each holder of record of Company Shares a letter of transmittal (the "Paying AgentTransmittal Letter"). Upon receipt of the documents described in paragraph (c) below, Parent shall issue certificates representing the shares of Parent Common Stock issuable pursuant to be jointly selected by Section 2.1 as of the Effective Time in respect of the Company Shares (acting through the Independent Directorother than Dissenting Shares). (c) and Mergerco, for the benefit Upon surrender to Parent of the holders a certificate or certificates representing all of such Company Stockholder's outstanding shares of Company Common Stock (other than Treasury Sharescollectively, Cancelled Shares and Dissenting Shares"Certificates"), for payment together with (i) a duly executed Transmittal Letter, and (ii) an executed signature page to the Stockholders' Representative Agreement in accordance with a form reasonably satisfactory to the parties (the "Stockholders' Representative Agreement"), each Company Stockholder shall be entitled to receive, in exchange therefor, a certificate representing that number of whole shares of Parent Common Stock which such Company Stockholder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIIII, less the funds necessary number of Escrow Shares allocable to pay such Company Stockholder that are deposited into the Merger Consideration for each share as Escrow Fund pursuant to which the Merger Consideration Section 10.3 hereof. Each Certificate so surrendered shall forthwith be payablecanceled. (bd) As soon as practicable after the Effective Time, and using its reasonable best efforts Parent shall cause to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), be delivered (i) to U.S. Bank, National Association, as escrow agent (the "Escrow Agent"), certificates representing the Escrow Shares subject to and in accordance with the provisions of Section 10.3 hereof; and (ii) to each Company Stockholder a letter certificate representing those shares of transmittal (Parent Common Stock issuable to such Company Stockholder which shall specify that delivery are not Escrow Shares. The Escrow Shares shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to held in escrow by the Paying Escrow Agent and shall be available to compensate Parent for certain damages as provided in Article X. The Escrow Shares shall be held in escrow pursuant to the terms of the Escrow Agreement in the form attached as Exhibit D hereto (the "Escrow Agreement"). To the extent not used for such form and have purposes, the Escrow Shares shall be released as provided in the Escrow Agreement. (e) If any certificate representing shares of Parent 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 such other provisions as Mergerco and exchange that the Company may reasonably specifyCertificate(s) so surrendered shall be properly endorsed for transfer (or accompanied by an appropriate instrument of transfer) and (ii) instructions shall otherwise be in proper form for use in effecting transfer, and that the surrender of each certificate in Person requesting such exchange for payment shall pay any transfer or other taxes required by reason of the Merger Consideration. As soon as practicable after the Effective Time, each holder issuance of an outstanding certificate or certificates that immediately prior to the Effective Time represented for such shares of Company Parent Common StockStock in a name other than that of the registered holder of the Certificate surrendered, upon surrender or shall establish to the Paying Agent satisfaction of Parent that any such certificate taxes have been paid or certificatesare not applicable. (f) Notwithstanding any other provision of this Article II, together with a properly completed letter no fractional shares of transmittal, Parent Common Stock will be issued and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number any holder of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose entitled hereunder to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records receive a fractional share of the Company or its transfer agent of certificates formerly representing Parent Common Stock (after aggregating all fractional shares of Company Parent Common Stock that have been converted, in whole or in part, pursuant to would otherwise be received by such holder) but for this Agreement, into the right Section 2.2(f) will be entitled to receive cash, and if a cash payment in lieu of such certificates are presented fractional share of Parent Common Stock in an amount equal to such fraction multiplied by the average of the closing prices of Parent Common Stock on the OTC Bulletin Board as reported in The Wall Street Journal over the ten (10) trading days ending three (3) trading days prior to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common StockClosing. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (eg) None of MergercoParent, Merger Sub or the Company or the Paying Agent shall be liable to any person Person in respect of any cash from the Exchange Fund or other property delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. Law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (f) In or immediately prior to such earlier date on which any payment pursuant to this Article II would otherwise escheat to or become the event property of any certificate formerly representing Company Governmental Entity), the shares of Parent Common Stock shall have been lostissuable, stolen or destroyedcash payment determined in accordance with Section 2.2(f), upon in respect of such Certificate shall, to the making extent permitted by applicable Law, become the property of an affidavit Parent free and clear of that fact by the person claiming such certificate to be lost, stolen all claims or destroyed and, if required by Surviving Corporation, the posting by such person interests of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger ConsiderationPerson previously entitled thereto.

Exchange of Certificates. (a) Substantially contemporaneously with The Holding Company shall appoint First-Citizens Bank & Trust Company to act as exchange agent (the "Exchange Agent") for the Share Exchange. As of the Effective Time, Mergerco the Holding Company shall cause to be deposited deposit with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, Exchange Agent for the benefit of the holders (prior to the Effective Time) of certificates evidencing shares of Company Common Bank Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares"Bank Stock Certificates"), certificates representing the shares of the Holding Company Stock ("Holding Company Certificates") issuable pursuant to Section 1 in exchange for payment in accordance with this Article III, such shares of Bank Stock (the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable"Exchange Fund"). (b) As soon as practicable Promptly after the Effective Time, and using its reasonable best efforts the Holding Company shall cause the Exchange Agent to do so within three business days thereafter, the Paying Agent shall mail to each holder person who was a record holder, as of the Effective Time, of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares Bank Stock Certificate, a form of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Bank Stock Certificates shall pass, only upon proper delivery of such certificates the Bank Stock Certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of each certificate the Bank Stock Certificates in exchange for payment of the Merger Exchange Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon Upon surrender to the Paying Exchange Agent of such certificate or certificatesa Bank Stock Certificate, together with a properly completed such letter of transmittal, transmittal duly executed and acceptance thereof such other documents as may be reasonably required by the Paying Exchange Agent, the holder of such Bank Stock Certificate shall be entitled to receive in exchange therefor a Holding Company Certificate representing the Exchange Consideration which such holder has the right to receive pursuant to Section 1. The surrendered certificate shall be delivered to the Holding Company. If delivery of a Holding Company Certificate is to be made to a person other than the person in whose name the Bank Stock Certificate surrendered is registered, it shall be a condition of the exchange and delivery that the Bank Stock Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Nybor Consideration (as appropriate person requesting such delivery pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of the Bank Stock Certificate surrendered or establish to the satisfaction of the Holding Company that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.24, each Bank Stock Certificate (other than Bank Stock Certificates representing Dissenting Shares) multiplied by shall represent for all purposes only the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, rights established pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock At any time more than one year after the Effective Time Time, the Holding Company shall be delivered entitled to require the Exchange Agent to deliver to it the Holding Company Certificates which had been made available to the Surviving Corporation at such time Exchange Agent and any former not exchanged for Bank Stock Certificates. Thereafter, holders of shares of Company Common Bank Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation Holding Company (subject to the terms of this Agreement, abandoned property, escheat and only other similar laws) as general unsecured creditors thereof for payment with respect to any Exchange Consideration that may be payable upon due surrender of their claim for cash, if any. the Bank Stock Certificates held by them. If any Bank Stock Certificates shall not have been surrendered prior to three years after the Effective Time (e) None or immediately prior to such time on which any Exchange Consideration would otherwise escheat or become the property of Mergercoany governmental unit or agency), the Exchange Consideration in respect of such Bank Stock Certificates shall, to the extent permitted by applicable law, become the property of the Holding Company, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Bank, the Holding Company or nor the Paying Exchange Agent shall be liable to any person holder of a share of Bank Stock for any Exchange Consideration delivered in respect of any cash from the Exchange Fund delivered such share of Bank Stock to a public office official pursuant to any applicable abandoned property, escheat or other similar law. (fd) In The Holding Company may, in its discretion, elect not to treat any unsurrendered shares of Bank Stock as shares of Holding Company Stock for purposes of the event payment of dividends or other distributions. If the Holding Company in its discretion so elects, then unless and until any certificate formerly representing outstanding Bank Stock Certificates shall be so surrendered, no dividends payable to the holders of Holding Company Common Stock shall have been lostbe paid to the holder of the unsurrendered Bank Stock Certificate; provided, stolen or destroyedhowever, upon surrender and exchange of each outstanding Bank Stock Certificate for a Holding Company Certificate, there shall be paid to the making holder thereof the amount, without interest, of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed andall dividends and other distributions, if required by Surviving Corporationany, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it which were declared and became payable, but were not paid, with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationsaid shares.

Exchange of Certificates. (a) Substantially contemporaneously with From time to time following the Effective Time, Mergerco as required by subsections (b) and (c) below, Parent shall cause deliver to be deposited with its transfer agent, or a paying agent depository or trust institution of recognized standing selected by Parent and Acquisition (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article IIII: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the funds necessary to pay the Merger Consideration "Exchange Fund"), in exchange for each share as to which the Merger Consideration shall be payableoutstanding Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (the "Certificates") and whose shares were converted into the right to receive shares of Company Parent Common Stock (other than Treasury Shares and Cancelled Shares, if any), pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to such certificates the Certificates shall pass, pass only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Merger Consideration. As soon as practicable after Exchange Agent together with such letter of transmittal duly executed, the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the Consideration or cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the Nybor Consideration (as appropriate right to receive pursuant to the provisions of this Article I and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in accordance with Section 3.2) multiplied by the transfer records of the Company, a certificate representing the proper number of shares of Company Parent Common Stock formerly represented by may be issued to a transferee if the Certificate representing such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required to evidence and effect such cashtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.10, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.10(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (cd) Subject In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or the provisions Exchange Agent may, in its discretion, require the delivery of the DGCL, all cash paid a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Shares in accordance with the terms of this Article III hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been paid issued in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the date hereof that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractions of a share of Parent Common Stock shall be issued in the Merger but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the average closing price for Parent Common Stock as reported on the NYSE Composite Transactions reporting system for the five (5) business days prior to the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares exchanged was not separately bargained for cash theretofore represented consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by such certificatesthe issuance of fractional shares. (dg) Any cash deposited with portion of the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") Fund that remains undistributed to the holders stockholders of the certificates formerly representing shares Company upon the expiration of Company Common Stock one year twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation at such time Parent upon demand and any former holders stockholders of shares of the Company Common Stock prior to the Merger who have not theretofore complied with this Article III 1 shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof Parent for payment of their claim for cash, if anyParent Common Stock and cash in lieu of fractional shares as the case may be and any applicable dividends or distributions with respect to Parent Common Stock. (eh) None of Mergerco, Neither Parent nor the Company or the Paying Agent shall be liable to any person in holder of Shares or Parent Common Stock as the case may be for such shares (or dividends or distributions with respect of any thereto) or cash from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with At or promptly following the Effective Time, Mergerco Buyer shall deposit, or cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, Exchange Agent for the benefit of the holders of shares of Company Common Stock (other than Treasury SharesStock, Cancelled Shares cash and Dissenting Shares)certificates representing shares of Buying Entities' Common Stock, for payment in accordance with this Article III, the funds necessary to pay constituting the Merger Consideration for each share as to which the Merger Consideration Consideration. For purposes of this Section 1.5, holders of Company OP Units shall be payabletreated in the same manner as holders of shares of Company Common Stock. (b) As soon as practicable after of or promptly after, and in any event not later than one business day following, the Effective Time, the Surviving Entity shall cause the Exchange Agent to mail (and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail make available for collection by hand) to each holder of an outstanding record of a certificate or certificates that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if anythe "Certificates"), (i) a letter of transmittal and a Form of Election (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Paying Exchange Agent and which shall be in such the form and have such other provisions as Mergerco Buyer and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding (A) a certificate or certificates that immediately prior to representing the Effective Time represented such number of full shares of Buying Entities' Common Stock, if any, into which all or a portion of the number of shares of Company Common StockStock previously represented by such Certificate have been converted pursuant to this Agreement and (B) the amount of cash, upon if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed Form of Election and a letter of transmittaltransmittal duly completed and validly executed in accordance with the instructions thereto, and acceptance thereof by such other documents as may be required pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares for each share of Company Common Stock formerly represented by such certificate. No interest Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof, and the Certificate so surrendered shall be paid or accrue on the Merger Considerationforthwith cancelled. The Paying Exchange Agent shall accept such certificates Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary normal exchange practices. After No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (c) No dividends or other distributions with respect to shares of Buying Entities' Common Stock with a record date after the Effective Time, there Time shall be no further transfer on paid to the records holder of any unsurrendered Certificate with respect to the shares of Buying Entities' Common Stock represented thereby by reason of the Company or its transfer agent conversion of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to Sections 1.2(a), 1.3 and 1.4 hereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.5(d) hereof until the surrender of such Certificate in accordance with this Article I. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the person in whose name the shares of Buying Entities' Common Stock are registered (i) at the time of such surrender or as promptly after the sale of the Excess Shares (as defined in Section 1.5(d) hereof) as practicable, the amount of any cash payable in lieu of fractional shares of Buying Entities' Common Stock to which such holder is entitled pursuant to Section 1.5(d) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Buying Entities' Common Stock issued upon conversion of Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such Buying Entities' Common Stock. (d) Notwithstanding any other provision of this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery no fraction of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares a share of such Company Buying Entities' Common Stock shall be deemed at issued in connection with the Merger, and such fractional interest shall not entitle the owner thereof to vote or to any time rights as a security holder of the Buying Entities. In lieu of any such fractional security, each holder of shares of Company Common Stock otherwise entitled to a fraction of a share of Buying Entities' Common Stock will be entitled to receive in accordance with the provisions of this Section 1.5 from the Exchange Agent, a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of Buying Entities' Common Stock which would otherwise be issued (the "Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Company Common Stock (the "Excess Shares Trust"). Buyer shall pay all commissions, transfer taxes and other out-of- pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Shares. As soon as practicable after the Effective Time determination of the amount of cash, if any, to represent only be paid to holders of shares of Company Common Stock in lieu of any fractional Buying Entities' Common Stock, the right Exchange Agent shall make available such amounts to receive upon such surrender the Merger Consideration for each such share holders of shares of Company Common Stock. (ce) Subject to the provisions Any portion of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash Merger Consideration deposited with the Paying Exchange Agent pursuant to this Section 3.3 1.5 (the "Exchange Fund") that which remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock Certificates for one year after the Effective Time shall be delivered to the Surviving Corporation at such time Buyer, upon demand, and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III I shall thereafter look only to the Surviving Corporation Buyer and only as general unsecured creditors thereof for payment of their claim for (i) cash, if any, (ii) shares of Buying Entities' Common Stock, if any, (iii) any cash in lieu of fractional shares of Buying Entities' Common Stock and (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock to which such holders may be entitled. (ef) None of MergercoBuyer, the Buying Entities, the Company or the Paying Exchange Agent shall be liable to any person Person in respect of any shares of Buying Entities' Common Stock or cash from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which (i) any cash, (ii) any cash in lieu of fractional shares of retained shares of Buying Entities' Common Stock, (iii) any shares of Buying Entities' Common Stock or (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock in respect of which such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such shares of Buying Entities' Common Stock, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Buyer, free and clear of all claims or interest of any Person previously entitled thereto. (fg) In The Exchange Agent shall invest any cash included in the event any certificate formerly representing Exchange Fund, as directed by Buyer on a daily basis. Any interest and other income resulting from such investments shall be paid to the Company. Nothing contained in this Section 1.5(g) shall relieve Buyer, the Buying Entities or the Exchange Agent from making the payments required by this Article I to be made to the holders of shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making and to holders of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond Company Stock Options (as defined in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger ConsiderationSection 1.9 hereof).

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each Each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Motif US Stock (other than Treasury Shares and Cancelled Sharesthe “Certificates”) shall have delivered to the Company or its designee the Certificates, if any), (i) held of record by such holder. Company or its designee will deliver to such holder a letter of transmittal (which shall specify notice to the effect that delivery of the Certificates shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the or its designee. Upon surrender of each certificate in exchange for payment of a Certificate to the Merger Consideration. As soon as practicable after Company, the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the Consideration or consideration into which the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall be paid or accrue on the Merger Considerationcanceled. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records If any certificate evidencing any share of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Motif US Common Stock shall be deemed at have been lost, stolen or destroyed, the Company may, in its discretion and as a condition precedent to the issuance of any time after consideration pursuant to Section 3.1, require the Effective Time owner of such lost, stolen or destroyed certificate to represent only the right provide an appropriate affidavit with respect to receive upon such surrender the Merger Consideration for each such share of Company Common Stockcertificate. (cb) Subject to the provisions of the DGCL, all cash paid All Motif UK Shares issued upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Certificates in accordance with the terms of this Article ARTICLE III shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with Certificates and there shall be no further registration of transfers on the Paying Agent pursuant to this Section 3.3 (stock transfer books of the "Exchange Fund") Surviving Corporation of the shares of Motif US Common Stock that remains undistributed were issued and outstanding immediately prior to the holders Effective Time of the certificates formerly representing shares of Company Common Stock one year Merger. If, after the Effective Time shall be delivered Time, Certificates are presented to the Surviving Corporation at such time for any reason, they shall be canceled and any former holders exchanged for the portion of shares of Company Common Stock prior to the Motif UK Shares as provided in this ARTICLE III. (c) The Company, the Purchaser, Merger who have not theretofore complied with this Article III shall thereafter look only to Sub, or the Surviving Corporation and only (as general unsecured creditors thereof for payment of their claim for cash, if any. (eappropriate) None of Mergerco, the Company or the Paying Agent shall be liable entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any person Person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawwhich such deduction and withholding was made. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") . Parent shall designate StockTrans, Inc. or another bank or trust company that is reasonably acceptable to be jointly selected by the Company (acting through the Independent Director) and Mergerco, to act as agent for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance connection with this Article III, the funds necessary to pay the Merger Consideration for each share as (the “Paying Agent”) and to receive the aggregate Closing Amounts to which holders of Shares shall become entitled pursuant to Section 2.1(c). Parent shall cause the Merger Consideration shall be payable. Surviving Corporation to provide to the Paying Agent on a timely basis, promptly (bin any event no later than the immediately following business day) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares as and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable when needed after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior cash necessary to pay the Effective Time represented such shares of Company Common Stock, upon surrender to aggregate Closing Amounts for the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive Shares converted in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”). If for each such share any reason the Exchange Fund is inadequate to pay the aggregate Closing Amounts to which holders of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III Shares shall be deemed entitled under Section 2.1(c), Parent shall promptly deposit or cause the Surviving Corporation promptly to have been paid in full satisfaction of all rights pertaining to the shares exchanged for deposit additional cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant sufficient to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders make all payments of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to aggregate Closing Amounts, and Parent and the Surviving Corporation at such time and shall in any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof event be liable for payment of their claim for cashthereof. The Paying Agent may invest the cash in the Exchange Fund as directed by Parent; provided, however, that such investments, if any. (e) None , shall be in obligations of Mergercoor guaranteed by the United States or any agency or instrumentality thereof and backed by the full faith and credit of the United States, in commercial paper obligations rated P-1 or A-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in money market funds that invest only in such United States government and commercial paper obligations. Any interest and other income resulting from such investments shall be paid to Parent. No investment of the Company Exchange Fund shall relieve Parent, Surviving Corporation or the Paying Agent from promptly making the payments required under this Article II, and following any losses from any such investment, Parent shall be liable promptly provide any additional cash funds to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent for the benefit of the Company’s shareholders at the Effective Time in the amount of such losses, which additional funds will issue in exchange for such lost, stolen or destroyed certificate be deemed to be part of the Merger ConsiderationExchange Fund.

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent Wireless shall mail to each holder of an outstanding record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Capital Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a letter which were converted into the right to receive such holder's ratable portion of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) Initial Wireless Merger Stock instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment such holder's ratable portion of the Initial Wireless Merger ConsiderationStock. As soon Upon surrender of a Certificate for cancellation to Wireless or to other agent or agents as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesmay be appointed by Wireless, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof such other documents as reasonably may be required by Wireless, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor therefore the Consideration or ratable portion of the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by Initial Wireless Merger Stock into which the number of shares of Company Common Capital Stock formerly represented theretofore evidenced by such certificate. No interest Certificate shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, converted pursuant to this Agreement, into and the right Certificate so surrendered forthwith shall be canceled. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, delivery may be made to receive casha Person other than the Person in whose name the Certificate so surrendered is registered, and if such certificates are presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery shall pay all transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Company for transfer, they shall be canceled against delivery satisfaction of Wireless that such cashTax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.08, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions ratable portion of the DGCLInitial Wireless Merger Stock and any Additional Wireless Merger Stock which may hereafter be issued purusant to Section 2.06, all cash paid upon without interest, into which the surrender for exchange of certificates formerly representing shares of Company Common Capital Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented evidenced by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen converted pursuant to Section 2.03. No interest shall be paid or destroyed, accrue on any Wireless Merger Stock payable upon the making surrender of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger ConsiderationCertificate.

Exchange of Certificates. At the Closing, or as soon as practicable ------------------------ thereafter, the TARGET Stockholders shall surrender their certificate(s), duly endorsed, for cancellation as of the Effective Time. On the Closing Date or as soon as practicable thereafter, PARENT will cause its transfer agent to issue to each holder of TARGET surrendering a certificate a certificate representing the number of whole shares of PARENT Common Stock to which such holder is entitled pursuant to Section 3.1. ------------ (a) Substantially contemporaneously with No certificates or scrip representing fractional shares of PARENT Common Stock shall be issued as part of the Effective TimeMerger Shares. All fractional shares of PARENT Common Stock that a TARGET Stockholder would otherwise be entitled to receive as part of the Merger Shares shall be aggregated and if a fractional share results from such aggregation, Mergerco TARGET Stockholders entitled to ..50 of a Share or greater shall cause receive one additional full Share, provided that such formula shall not increase the merger consideration required to be deposited with a paying agent (the "Paying Agent") to be jointly selected paid by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payablePARENT. (b) As soon as practicable after If any Merger Shares are to be delivered to a person other than the Effective Timeperson in whose name the Certificate(s) for shares of TARGET Capital Stock surrendered for exchange are registered, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent it shall mail to each holder of an outstanding certificate or certificates that immediately prior be a condition to the Effective Time represented shares payment of Company Common Stock (other than Treasury such Merger Shares and Cancelled Shares, if any), that (i) a letter of transmittal (which shall specify that delivery the Certificate(s) so surrendered shall be effectedtransferable, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and properly assigned, endorsed or accompanied by appropriate stock powers, (ii) instructions for use in effecting the surrender of each certificate in exchange for payment person requesting such transfer shall pay any transfer or other taxes payable by reason of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittalforegoing, and acceptance thereof by the Paying Agent, (iii) such transfer shall otherwise be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockproper. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event that any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person (which affidavit shall contain a indemnity in favor of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect PARENT on customary terms and conditions applicable to such certificateaffidavits), the Paying Agent will PARENT shall issue in exchange for such lost, stolen or destroyed certificate Certificate the appropriate Merger. (d) Notwithstanding anything to the contrary in this Section 3.5, none ----------- of PARENT, the SURVIVING CORPORATION or any party hereto shall be liable to any person for any shares or amounts properly delivered or paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. (e) Any portion of the Merger ConsiderationShares that remains unclaimed by former stockholders of TARGET for six months after the Effective Time shall be delivered to the SURVIVING CORPORATION. Any former stockholder of the TARGET who has not complied with this Article 3 shall thereafter look only to the --------- SURVIVING CORPORATION for payment of their share of PARENT Common Stock and other consideration accruing therefrom.

Exchange of Certificates. (a) Substantially contemporaneously with As of the First Merger Effective Time, Mergerco Aames Investment shall deposit, or shall cause to be deposited deposited, with a paying Mellon Investor Services, the transfer agent and registrar for the shares of Aames Investment Common Stock and the exchange agent for purposes of the First Merger (the "Paying “Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares”), for payment exchange in accordance with this Article IIISection 1.12, certificates evidencing shares of Aames Investment Common Stock to be issued and delivered and cash in the funds necessary amount sufficient to pay the Merger Consideration for each share as to which aggregate cash portion of the Merger Consideration shall pursuant to this Agreement in exchange for outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Aames Financial Common Stock, including any shares of Aames Financial Stock underlying options or warrants deemed to be payableor treated as outstanding for purposes of Section 1.5 (“Aames Financial Stock”). (b) As soon as reasonably practicable after the First Merger Effective Time, and using its reasonable best efforts Aames Investment shall cause the Exchange Agent to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the First Merger Effective Time represented outstanding shares of Company Common the applicable Aames Financial Stock (other than Treasury Shares and Cancelled Shares, if any“Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco and the Company Aames Investment may reasonably specify) , and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment the consideration payable under Section 1.5 in respect thereof. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Exchange Agent of such certificate or certificates, together with a properly completed such letter of transmittal, duly executed and acceptance thereof by completed in accordance with the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2A) multiplied by a certificate evidencing the number of shares of Company Aames Investment Common Stock, (B) if the Certificate is not for Aames Financial Common Stock formerly represented by as to which an election under Section 1.6 has been made, a check representing the cash proceeds which such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into holder has the right to receive cashin respect of the Certificate surrendered pursuant to the provisions of this Section 1.12 and (C) a check representing the cash proceeds in lieu of fractional shares to which such holder of such Certificate shall be entitled, if any, and the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of the applicable Aames Financial Stock in exchange for a certificate evidencing shares of Aames Investment Common Stock and, if the certificate is not for Aames Financial Common Stock as to which an election under Section 1.6 has been made, a check representing cash proceeds payable in the name of a person, other than the person in whose name such certificates shares of Aames Financial Stock are registered, a certificate evidencing the proper number of shares of Aames Investment Common Stock may be issued to, and a check representing the appropriate amount of cash proceeds may be payable to, such a transferee if the Certificate evidencing such securities is presented to the Company for transferExchange Agent, they shall be canceled against delivery of accompanied by all documents required by the Exchange Agent or Aames Investment to evidence and effect such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at transfer and to evidence that any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockapplicable transfer taxes have been paid. (c) Subject to the provisions effect of applicable laws, following surrender of any Certificates as provided in Section 1.12(b), there shall be paid to the holder of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing evidencing shares of Company Aames Investment Common Stock in accordance exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the First Merger Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it payable with respect to such certificatewhole shares of Aames Investment Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the Paying Agent will issue in exchange for amount of dividends or other distributions with a record date after the First Merger Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such lostwhole shares of Aames Investment Common Stock, stolen or destroyed certificate less the Merger Considerationamount of any withholding taxes which may be required thereon.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Parent shall cause designate an agent reasonably acceptable to be deposited the Company to act as agent for the holders of the Shares (other than the Shares held by Parent, Merger Sub, the Company or any of their Subsidiaries) in connection with a paying agent the Merger (the "Paying Agent") to be jointly selected by receive in trust, the Company (acting through the Independent Director) and Mergerco, for the benefit of the aggregate Merger Consideration to which holders of shares of Company Common Stock (other than Treasury SharesShares shall become entitled pursuant to Section 2.6(a). At the Effective Time, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay Parent shall deposit the Merger Consideration for each share as to which with the Paying Agent. The Merger Consideration shall be payableinvested by the Paying Agent as directed by Parent or the Surviving Corporation. If for any reason (including losses) the funds held by the Paying Agent are inadequate to pay the amounts to which the Shareholders shall be entitled under Section 2.6(a), Parent and the Surviving Corporation shall be liable for the payment thereof. (b) As soon promptly as practicable after the Effective Time, Parent and using its reasonable best efforts the Surviving Corporation shall cause to do so within three business days thereafter, the Paying Agent shall mail be mailed to each holder record holder, as of the Effective Time, of an outstanding certificate or certificates that which immediately prior to the Effective Time represented shares of Company Common Stock Shares (other than Treasury Shares and Cancelled Sharesthe "Certificates" or individually, if anya "Certificate"), (iwhose Shares were converted pursuant to Section 2.6(a) into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates a Certificate shall pass, only upon proper delivery of such certificates the Certificate to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate a Certificate in exchange for the Merger Consideration for the Shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, and any other required documents, the holder of such Certificate shall receive promptly in exchange therefor the Merger Consideration for each Share formerly evidenced thereby, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of a Certificate. If payment of the Merger Consideration. As soon as practicable after Consideration is to be made to a Person other than the Effective TimePerson in whose name the surrendered Certificate is registered, each it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall (i) have paid any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of an outstanding certificate the Certificate surrendered or certificates that immediately prior (ii) have established to the Effective Time represented satisfaction of the Surviving Corporation that such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be Taxes have been paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records that payment of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cashTaxes is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common StockShare in cash as contemplated by Section 2.6. (c) Subject At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no transfers on the stock transfer books of the Company of the Shares which were outstanding immediately prior to the provisions Effective Time. From and after the Effective Time, the holders of Certificates evidencing ownership of the DGCLShares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, all cash paid upon except as otherwise provided for herein or by applicable Legal Requirements. If, after the surrender Effective Time, Certificates are presented to the Paying Agent or the Surviving Corporation, they shall be canceled and exchanged for exchange of certificates formerly representing shares of Company Common Stock the Merger Consideration in accordance with the terms of procedures set forth in this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesII. (d) Any cash deposited with At any time following the six (6) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent pursuant to this Section 3.3 deliver to it any funds (the "Exchange Fund"including any interest received with respect thereto) that remains undistributed which had been made available to the Paying Agent, and holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered entitled to look to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger who have not theretofore complied with this Article III shall thereafter look only to Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or nor the Paying Agent shall be liable to any person in respect holder of any cash from the Exchange Fund a Certificate for Merger Consideration delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. (fe) In the event that any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificatedestroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger ConsiderationConsideration deliverable in respect thereof as determined in accordance with this Article II, provided, that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Shares represented by the Certificate claimed to have been lost, stolen or destroyed. (f) Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying Agent to deduct and withhold, from the Offer Price or the Merger Consideration payable to a holder of Shares pursuant to the Offer or the Merger any or all such amounts as are required to be deducted and withheld under the Code (and the regulations promulgated thereunder), and/or any applicable provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that amounts are so deducted and withheld by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares to which such consideration would otherwise have been paid.

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share At or as to which the Merger Consideration shall be payable. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior Parent will send to the Effective Time represented shares holders of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such customary form and have containing such other provisions as Mergerco and the Company Parent may reasonably specify) , and (ii) instructions for use in effecting the surrender of each certificate Company Stock Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company representing Parent Common Stock, upon . Upon surrender of a Company Stock Certificate to the Paying Agent of such certificate or certificatesParent for exchange, together with a properly completed duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by Parent, and acceptance thereof by the Paying Agent, holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by a certificate representing the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Parent Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into such holder has the right to receive cashpursuant to the provisions of this Section 1, and if such certificates are presented to the Company for transfer, they Stock Certificate so surrendered shall be canceled against delivery of such cashcanceled. Until surrendered as contemplated by this Section 3.3(b)1.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the Merger Consideration for each such share payment of Company any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cb) Subject No dividends or other distributions declared or made with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Parent Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.7 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. (d) Parent and the Surviving Corporation at shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of capital stock of the Company pursuant to this Agreement such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to amounts as Parent or the Surviving Corporation and only may be required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as general unsecured creditors thereof for payment of their claim for cash, if anyhaving been paid to the Person to whom such amounts would otherwise have been paid. (e) None of Mergerco, Neither Parent nor the Company or the Paying Agent Surviving Corporation shall be liable to any person in holder or former holder of capital stock of the Company for any shares of Parent Common Stock (or dividends or distributions with respect of thereto), or for any cash from the Exchange Fund amounts, delivered to a any public office official pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable Within three business days after the Effective Time, and using its reasonable best efforts Buyer shall take all steps necessary to do so within three business days thereafter, cause the Paying Exchange Agent shall to mail to each holder Record Holder of an outstanding certificate a Certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled SharesCertificates, if any), (i) a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the Exchange Agent. Upon surrender of each certificate in a Certificate for exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior and cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, and acceptance thereof by duly executed, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2x) multiplied by a certificate for the number of whole shares of Company Buyer Common Stock formerly represented by to which such certificate. No interest holder of Safety Fund Common Stock shall be paid or accrue on have become entitled pursuant to the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms provisions of this Section 2.8 and conditions as (y) a check representing the Paying Agent may impose to effect an orderly exchange thereof amount of cash in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records lieu of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been convertedfractional shares, in whole or in partif any, pursuant to this Agreement, into which such holder has the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery in respect of such cash. Until Certificates surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject pursuant to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (2.8, and the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time Certificates so surrendered shall forthwith be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) cancelled. In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving CorporationBuyer, the posting by such person of a bond in such reasonable amount as Surviving Corporation Buyer may direct as indemnity against any claim that may be made against it with respect to such certificateCertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger ConsiderationConsideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Parent shall cause to be deposited make available with a paying agent (the "Paying Agent") nationally recognized financial institution designated by Parent and reasonably acceptable to be jointly selected by the Company (acting through the Independent Director) and Mergerco“Exchange Agent”), for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article IIIII, through the Exchange Agent, the funds full number of shares of Parent Common Stock issuable pursuant to Section 2.1 in exchange for outstanding Company Shares based on a good faith estimate thereof. Prior to the Effective Time, Parent shall provide or shall cause to be provided to the Exchange Agent all of the cash necessary to pay the Merger Consideration for each share as to which cash portion of the Merger Consideration Consideration, and shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(c) (such shares of Parent Common Stock and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Parent shall assume that there will not be payableany fractional shares of Parent Common Stock. In no event shall Parent be required to issue certificates or scrip, or make any book-entries, representing fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.2(e). The Exchange Agent shall deliver the Parent Common Stock and cash contemplated to be issued pursuant to Section 2.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior record of a Certificate whose Company Shares were converted into the right to receive the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if anyMerger Consideration pursuant to Section 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates any Certificates shall pass, only upon proper delivery of such certificates the Form of Election and any Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger ConsiderationConsideration and matters relating thereto. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented Exchange Agent or to such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate other agent or certificatesagents as may be appointed by Parent, together with a properly completed such letter of transmittal, duly executed and acceptance thereof completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by amount of cash and the number of whole shares of Company Parent Common Stock formerly (which shall be in non-certificated book-entry form) which the aggregate number of Company Shares previously represented by such certificateCertificate shall have been converted pursuant to Section 2.1(c) into the right to receive and cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.2(e), and the Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or accrue on In the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further event of a transfer on the records of the Company or its transfer agent of certificates formerly representing shares ownership of Company Common Stock that have been convertedis not registered in the transfer records of the Company, payment may be made and shares of Parent Common Stock may be issued to a Person other than the Person in whole or in partwhose name the Certificate so surrendered is registered, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented 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 Company for transfersatisfaction of Parent that such Tax has been paid or is not applicable. Subject to Section 2.1(d) and the last sentence of Section 2.2(c), they shall be canceled against delivery of such cash. Until until surrendered as contemplated by this Section 3.3(b)2.2, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for into which the Company Common Stock theretofore represented by such Certificate has been converted pursuant to Section 2.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. Notwithstanding anything herein to the contrary, no holder of Company Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant hereto. In lieu thereof, each registered holder of one or more Company Book-Entry Shares shall automatically upon the delivery of a Form of Election (and, in the case of Company Book-Entry Shares held via a depository, upon receipt by the Exchange Agent of any customary transmission or materials required by the Exchange Agent), be entitled to receive, the Merger Consideration. Payment of the Merger Consideration with respect to Company Book-Entry Shares shall only be made to the Person in whose name such Company Book-Entry Shares are registered. (c) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Shares or Company Book-Entry Shares with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), until the surrender of such Certificate or (in the case of Company Book-Entry Shares) delivery of a Form of Election (and, in the case of Company Book-Entry Shares held via a depository, upon receipt by the Exchange Agent of any customary transmission or materials required by the Exchange Agent), in accordance with this Article II. Subject to applicable Law, following surrender of any such Certificate or (in the case of Company Book-Entry Shares) delivery of a Form of Election (and, in the case of Company Book-Entry Shares held via a depository, upon receipt by the Exchange Agent of any customary transmission or materials required by the Exchange Agent), there shall be paid to the holder of the shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender or delivery, as the case may be, the amount of any cash payable in lieu of a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender or delivery, as the case may be, and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (cd) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock The Merger Consideration issued (and paid) in accordance with the terms of this Article III II upon conversion of any Company Shares shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to such Company Shares (other than the shares right to receive dividends or other distributions, if any, in accordance with Section 2.2(c)). After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged for cash theretofore represented by such certificatesas provided in this Article II. (de) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Shares pursuant to Section 2.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.2(e), all fractional shares to which a single record holder would be entitled shall be aggregated, and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Company Shares who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.1(c) (or would be entitled but for this Section 2.2(e)) and (ii) an amount equal to the Fixed Volume-Weighted Average Price. The amount of cash, if any, to be paid to holders of Company Common Stock in lieu of any fractional share interests in Parent Common Stock shall be paid by the Exchange Agent, without interest, to the holders of Company Common Stock entitled to receive such cash as soon as practicable after the determination of such amount. (f) Any cash deposited with portion of the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") Fund that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year for twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation at such time Parent, and any former holders of shares holder of Company Common Stock prior to the Merger who have has not theretofore complied with this Article III II shall thereafter look only to Parent therefor for payment of its claim for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.1(c)(i). (g) None of Parent, Merger Sub, the Company, the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Exchange Agent shall be liable to any person Person in respect of any shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund (including any amounts delivered to Parent in accordance with Section 2.2(f)) delivered to a public office official pursuant to any applicable abandoned property, escheat or similar lawLaw. Immediately prior to the date on which any Merger Consideration or any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(c)(i) in respect of a Company Share would otherwise escheat to or become the property of any Governmental Entity, any such shares, cash, dividends or distributions in respect of such Company Share shall, to the extent permitted by Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (fh) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving CorporationParent or the Exchange Agent, the posting by such person Person of a bond in such reasonable and customary amount as Surviving Corporation Parent or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such certificateCertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the shares of Parent Common Stock and the cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Article II had such lost, stolen or destroyed Certificate been surrendered. (i) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided that no monetary losses on such investment thereof shall affect the Merger ConsiderationConsideration payable hereunder and, following any such losses, Parent shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Company Shares, for exchange in accordance with this Article II, in the amount of such losses to the extent that the amount then in the Exchange Fund is insufficient to pay the cash portion of the Merger Consideration that remains payable. Any interest and other income resulting from such investments shall be paid to Parent. (j) Parent, the Surviving Corporation or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986 (the “Code”) or under any provision of U.S. state or local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing authority, such amount deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, and, in the case of any amounts withheld from any payments not consisting entirely of cash, Parent shall be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock, sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the Person in respect of which such deduction or withholding was made.

Exchange of Certificates. (a) Substantially contemporaneously with Parent shall appoint a trust company or a commercial bank reasonably acceptable to the Effective Time, Mergerco shall cause Company to be deposited with a paying agent act as Paying Agent hereunder (the "Paying Agent"). Prior to the Effective Time, Parent shall deposit with the Paying Agent the aggregate Merger Consideration under Section 1.5(c) to be jointly selected by hereof (the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares"Payment Fund"), for payment in accordance with this Article III, the funds necessary to pay . The Paying Agent shall deliver the Merger Consideration for each share as contemplated to which be paid pursuant to Section 1.5(c) out of the Merger Consideration shall be payablePayment Fund. (b) As Parent shall cause the Paying Agent, as soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each record holder of an outstanding a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock converted in the Merger (other than Treasury Shares and Cancelled Shares, if any), (ithe "Certificates") a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon actual delivery of such certificates the Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) contain instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration). As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon Upon surrender for cancellation to the Paying Agent of such certificate one or certificatesmore Certificates held by any record holder of a Certificate, together with a properly completed such letter of transmittal, and acceptance thereof by duly executed, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration pursuant to this Article 1, and any Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable to the holder of the Certificates. (c) The Paying Agent shall invest the Payment Fund, as directed by Parent, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) certificates of deposit, bank repurchase agreements or bankers acceptances, of commercial banks with assets exceeding $1,000,000,000, and any net earnings with respect thereto shall be paid to Parent as and when requested by Parent; provided that any such investment or any such payment of earnings shall not delay the receipt by holders of Certificates of their Merger Consideration or otherwise impair such holders' respective rights hereunder. Parent must promptly replace any portion of the Nybor Payment Fund which the Paying Agent loses through investments. (d) If any Merger Consideration (as appropriate is to be paid to a name other than that in accordance with Section 3.2) multiplied which the Certificate surrendered is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any taxes required by reason of payment or shall establish to the number satisfaction of the Paying Agent that such tax has been paid or is not applicable. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid amounts as Parent or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose is required to effect an orderly exchange thereof in accordance deduct and withhold with customary exchange practicesrespect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or under any provision of state, local or foreign tax law. After To the Effective Timeextent that amounts are so withheld by Parent or the Paying Agent, there such withheld amounts shall be no further transfer on treated for all purposes of this Agreement as having been paid to the records holder of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms respect of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented which such deduction and withholding was made by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company Parent or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawAgent. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Parent shall cause designate a United States bank or trust company (or such other Person or Persons as shall be reasonably acceptable to be deposited with a Parent and the Company) to act as paying agent in the Merger (the "Paying Agent") ), and from time to be jointly selected by time on, prior to or after the Company (acting through Effective Time, Parent shall make available, or cause the Independent Director) Surviving Corporation to make available, to the Paying Agent cash in amounts and Mergerco, at the times necessary for the benefit payment of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share upon surrender of certificates representing Shares as to which part of the Merger Consideration pursuant to Section 2.5. Such funds shall be payableinvested by the Paying Agent as directed by Parent. Any and all profits resulting from, or interest or income earned on or produced by, such investments shall be payable as directed by Parent. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any)which were converted into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.5. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender a Certificate for cancellation to the Paying Agent of or to such certificate other agent or certificatesagents as may be appointed by Parent, together with a properly completed such letter of transmittal, duly completed and acceptance thereof validly executed, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Consideration or amount of cash, without interest, into which the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly Shares theretofore represented by such certificateCertificate shall have been converted pursuant to Section 2.5, and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrue on In the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as event of a transfer of ownership of Shares that is not registered in the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been convertedCompany, payment may be made to a Person other than the Person in whole or in partwhose name the Certificate so surrendered is registered, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and otherwise accompanied by all documents required to evidence and effect such 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 Company for transfer, they shall be canceled against delivery satisfaction of the Surviving Corporation that such cashTax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b)2.6, each certificate formerly Certificate (other than Certificates representing shares of such Company Common Stock Dissenting Shares or Shares to be cancelled in accordance with Section 2.5(b) above) shall be deemed for all purposes at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent (or any affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for each all purposes of this Agreement as having been paid to the Person in respect of which such share of Company Common Stockdeduction or withholding was made by Parent or the Paying Agent. (c) Subject to the provisions of the DGCL, all All cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Certificates in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash Shares theretofore represented by such certificatesCertificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, then they shall be canceled and exchanged as provided in this Article II. (d) Any cash deposited with Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be canceled pursuant to this Section 3.3 (the "Exchange Fund"2.5(b)) that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) and only as general unsecured creditors thereof for payment thereof, with respect to any Merger Consideration that may be payable, without interest thereon, upon due surrender of their claim for cash, if anythe Certificates held by such holder. (e) None Notwithstanding the foregoing, none of MergercoParent, Sub, the Company or the Paying Agent shall be liable to any person Person in respect of any cash from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)), then the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto. (f) In the event If any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving CorporationParent or the Paying Agent, the posting by such person Person of a bond bond, in such reasonable amount as Surviving Corporation Parent or the Paying Agent may direct as indemnity against any claim that may be made against it them with respect to such certificateCertificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed certificate Certificate the Merger Considerationamount of cash to which the holders thereof are entitled pursuant to this Article II.

Exchange of Certificates. (a) Substantially contemporaneously with At the Effective Time, Mergerco Intracel Parent shall cause make available to be deposited with a paying Perkins, Coie, as the exchange agent (the "Paying AgentEXCHANGE AGENT") ), certificates representing the aggregate number of Intracel Parent Shares issuable pursuant to be jointly selected by Section 2.05 in exchange for Company Shares, and the Company (acting through the Independent Director) and Mergerco, Exchange Agent shall hold such certificates in trust for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable Promptly after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented shares of Company Common Stock Shares (other than Treasury Shares and Cancelled Shares, if any), (ithe "CERTIFICATES") a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco Intracel Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing Intracel Parent Shares and any dividends payable on such Intracel Parent Shares as provided in Section 3.01(c) and cash in lieu of the Merger Considerationfractional shares as provided in clause (e) of this Section 3.01, if applicable. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, and acceptance thereof by duly executed, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration certificates representing whole Intracel Parent Shares and cash in lieu of fractional shares as provided in clause (as appropriate in accordance with e) of this Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by 3.01, if applicable, which such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into holder has the right to receive cashpursuant to the provisions of this Agreement, and if such certificates are presented the Certificate so surrendered shall forthwith be cancelled. If a certificate representing Intracel Parent Shares 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 to the Company for issuance that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer, they shall be canceled against delivery of such cash) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for. Until surrendered as contemplated by this Section 3.3(b)3.01, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the consideration specified herein; provided that in the event any holder exercises his appraisal rights, if any, under Section 262 of the GCL and becomes entitled to receive the appraised value of his Company Shares instead of the Intracel Parent Shares into which such Company Shares shall have been converted, Intracel Parent shall pay such holder the appraised value of such Company Shares, together with any other sums which it may owe him as a result of the appraisal proceeding, upon such his surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions Exchange Agent of the DGCL, all cash paid upon the surrender for exchange of certificate or certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed which immediately prior to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.represented

Exchange of Certificates. (a) Substantially contemporaneously with As of the Effective Time, Mergerco DuPont shall deposit, or cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, Exchange Agent for the benefit of the holders of shares of Company Common Stock (other than Treasury Stock, cash and certificates representing DuPont Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay constituting the Merger Consideration for each share as to which the Merger Consideration shall be payableConsideration. (b) As soon as practicable after of or promptly following the Effective Time, Time and using its reasonable best efforts to do so within three business days thereafterthe final determination of the Non-Cash Proration Factor, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each holder of an outstanding record of a certificate or certificates that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if anythe "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Paying Exchange Agent and which shall be in such the form and have such other provisions as Mergerco DuPont and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding (A) a certificate or certificates representing that immediately prior number of whole DuPont Shares, if any, into which the number of shares of Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or a portion of the number of shares of Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed letter of transmittaltransmittal duly completed and validly executed in accordance with the instructions thereto, and acceptance thereof by such other documents as may be required pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number for each share of shares of Company Common Stock formerly represented by such certificate. No interest Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof (but in no case prior to the Effective Time), and the Certificate so surrendered shall be paid or accrue on the Merger Considerationforthwith cancelled. The Paying Exchange Agent shall accept such certificates Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary normal exchange practices. After the Effective Time, there No interest shall be no further transfer on paid or accrued for the records benefit of holders of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Certificates on the Merger Consideration for each such share (or the cash pursuant to subsections (c) and (d) below) payable upon the surrender of Company Common Stockthe Certificates. (c) No dividends or other distributions with respect to DuPont Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the DuPont Shares represented thereby by reason of the conversion of shares of Common Stock pursuant to Sections 1.2(b), 1.3 and 1.4 hereof and no cash payment in lieu of fractional DuPont Shares shall be paid to any such holder pursuant to Section 1.5(d) hereof until such Certificate is surrendered in accordance with this Article I. Subject to the provisions effect of applicable laws, following surrender of any such Certificate, there shall be paid, without interest, to the Person in whose name the DuPont Shares representing such securities are registered (i) at the time of such surrender or as promptly after the sale of the DGCLExcess DuPont Shares (as defined in Section 1.5(d) hereof) as practicable, all the amount of any cash payable in lieu of fractional DuPont Shares to which such holder is entitled pursuant to Section 1.5(d) hereof and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to DuPont Shares issued upon conversion of Common Stock, and (ii) at the appropriate payment date or as promptly as practicable thereafter, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance and a payment date subsequent to such surrender payable with the terms of this Article III shall be deemed respect to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesDuPont Shares. (d) Notwithstanding any other provision of this Agreement, no fraction of a DuPont Share will be issued and no dividend or other distribution, stock split or interest with respect to DuPont Shares shall relate to any fractional DuPont Share, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the DuPont Shares. In lieu of any such fractional security, each holder of shares of Common Stock otherwise entitled to a fraction of a DuPont Share will be entitled to receive in accordance with the provisions of this Section 1.5 from the Exchange Agent a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of DuPont Shares which would otherwise be issued (the "Excess DuPont Shares"). The sale of the Excess DuPont Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of shares of Common Stock, the Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Common Stock (the "DuPont Shares Trust"). The Company shall pay all commissions, transfer taxes (other than those transfer taxes for which the Company's shareholders are solely liable) and other out-of-pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess DuPont Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Common Stock in lieu of any fractional DuPont Share interests, the Exchange Agent shall make available such amounts to such holders of shares of Common Stock without interest. (e) Any cash portion of the Merger Consideration deposited with the Paying Exchange Agent pursuant to this Section 3.3 1.5 (the "Exchange Fund") that which remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation at such time DuPont, upon demand, and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III I shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim, as general creditors thereof, only to DuPont for their claim for (1) cash, if any, (2) DuPont Shares, if any, (3) any cash without interest, to be paid, in lieu of any fractional DuPont Shares and (4) any dividends or other distributions with respect to DuPont Shares to which such holders may be entitled. (ef) None of MergercoDuPont, Newco or the Company or the Paying Exchange Agent shall be liable to any person Person in respect of any DuPont Shares or cash from held in the Exchange Fund (and any cash, dividends and other distributions payable in respect thereof) delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which (i) any cash, (ii) any DuPont Shares, (iii) any cash in lieu of fractional DuPont Shares or (iv) any dividends or distributions with respect to DuPont Shares in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such DuPont Shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of DuPont, free and clear of all claims or interest of any Person previously entitled thereto. (fg) In The Exchange Agent shall invest any cash included in the event any certificate formerly representing Company Exchange Fund, as directed by DuPont on a daily basis. Any interest and other income resulting from such investments shall be paid to the Company. Nothing contained in this Section 1.5(g) shall relieve DuPont or the Exchange Agent from making the payments required by this Article I to be made to the holders of shares of Common Stock shall have been lost, stolen or destroyed, upon the making and to holders of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond Options (as defined in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger ConsiderationSection 1.7 hereof).

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco shall cause Prior to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit receiving any portion of the holders of shares of Company Common Stock (other than Treasury SharesEquity Consideration, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock Nuprim common stock (other than Treasury Shares and Cancelled Sharesthe “Certificates”) shall have delivered to Nuprim Shareholders’ Representative the Certificates, if any), (i) held of record by such holder. Upon surrender of a letter of transmittal (which shall specify that delivery shall be effectedCertificate, and risk of loss and title to such certificates shall pass, only upon delivery the holder of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the Consideration or consideration into which the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest Certificate shall have been converted pursuant to Section 3.2, and the Certificate so surrendered shall be paid or accrue on the Merger Considerationcanceled. The Paying Agent If any Certificate evidencing any share of Nuprim common stock shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been convertedlost, stolen or destroyed, Nuprim Shareholders’ Representative may, in whole or in part, its discretion and as a condition precedent to the issuance of any consideration pursuant to this AgreementSection 3.2, into require the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery owner of such cash. Until surrendered as contemplated by this Section 3.3(b)lost, each certificate formerly representing shares of stolen or destroyed Certificate to provide an appropriate affidavit with respect to such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common StockCertificate. (cb) Subject to the provisions of the DGCL, all cash All Equity Consideration paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Certificates in accordance with the terms of this Article III II shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with Certificates and there shall be no further registration of transfers on the Paying Agent pursuant to this Section 3.3 (stock transfer books of the "Exchange Fund") Surviving Corporation of the shares of stock that remains undistributed were issued and outstanding immediately prior to the holders Effective Time of the certificates formerly representing shares of Company Common Stock one year Merger. If, after the Effective Time shall be delivered Time, Certificates are presented to the Surviving Corporation at such time for any reason, they shall be canceled and any former holders exchanged for the portion of shares of Company Common Stock prior to the Merger who have not theretofore complied with Equity Consideration as provided in this Article III shall thereafter look only to II. (c) Nuprim Shareholders’ Representative, Motif, Nuprim, or the Surviving Corporation and only (as general unsecured creditors thereof for payment of their claim for cash, if any. (eappropriate) None of Mergerco, the Company or the Paying Agent shall be liable entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any person Person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawwhich such deduction and withholding was made. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Purchaser shall cause designate a bank or trust company who shall be reasonably satisfactory to be deposited with a the Company to act as paying agent in the Merger (the "Paying EXCHANGE AGENT"), and on or prior to the Effective Time, Purchaser shall make available, or cause the Surviving Corporation to make available, to the Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, cash in an amount necessary for the benefit payment of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as provided in SECTION 2.8 upon surrender of certificates representing Shares (the "CERTIFICATES") as part of the Merger. Funds made available to which the Merger Consideration Exchange Agent shall be payableinvested by the Exchange Agent as directed by Acquisition Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (it being understood that any and all interest or income earned on funds made available to the Exchange Agent pursuant to this Agreement shall be turned over to Purchaser). (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares record of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a Certificate a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon actual and proper delivery of such certificates the Certificates to the Paying Agent and Exchange Agent, shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) contain instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger ConsiderationConsideration and shall be in such form and contain such other provisions as Purchaser and the Company may reasonably specify (together, the "TRANSMITTAL DOCUMENTS")). As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed letter duly executed Transmittal Documents, the holder of transmittal, and acceptance thereof by the Paying Agent, such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate promptly as practicable) the Merger Consideration in accordance with Section 3.2) multiplied by the number respect of shares of Company Common Stock all Shares formerly represented by such certificate. No interest shall be paid or accrue on Certificate which such holder has the Merger Considerationright to receive, as set forth in SECTION 2.8. The Paying Agent Certificate(s) so surrendered shall accept such certificates forthwith be canceled. All cash paid upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof surrender of Certificates in accordance with customary exchange practices. After the Effective Time, there terms of this ARTICLE III shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that deemed to have been converted, paid in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented full satisfaction of all rights pertaining to the Company for transfer, they shall be canceled against delivery of Shares theretofore represented by such cashCertificates. Until surrendered in accordance with the provisions of and as contemplated by this Section 3.3(b)SECTION 3.2, each certificate formerly any Certificate (other than Certificates representing shares of such Company Common Stock Shares subject to SECTIONS 2.8(c) and other than Dissenting Shares, if applicable) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common StockConsideration. (c) Subject At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, Certificates are presented to the provisions of Surviving Corporation or its transfer agent, they shall be canceled and exchanged for the DGCLconsideration provided for, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock and in accordance with the terms procedures set forth, in this ARTICLE III. No interest shall accrue or be paid on or with respect to any cash payable upon the surrender of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to a Certificate or Certificates which immediately before the shares exchanged for cash theretofore Effective Time represented by such certificatesoutstanding Shares. (d) Any cash deposited with From and after the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to Effective Time, the holders of the certificates formerly representing shares Certificates evidencing ownership of Company Common Stock one year after Shares outstanding immediately prior to the Effective Time shall be delivered cease to the Surviving Corporation at have any rights with respect to such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only Shares except as general unsecured creditors thereof for payment of their claim for cash, if anyotherwise provided herein or by applicable law. (e) None of Mergerco, the Company or the Paying Agent shall be liable to If any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving Corporationdestroyed, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may shall pay or cause to be made against it with respect to such certificate, the Paying Agent will issue paid in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration, in accordance with SECTION 2.8, for Shares represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Surviving Corporation an indemnity agreement, in form acceptable to the Surviving Corporation, pursuant to which such owner agrees to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (f) Promptly following the date which is six months after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Transactions, which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) Subject to ARTICLE II, the Merger Consideration paid in the Merger, if any, shall be net to the holder of Shares in cash, subject to reduction only for any applicable federal withholding taxes or stock transfer taxes payable by such holder. (h) Notwithstanding anything to the contrary in this SECTION 3.2, none of the Exchange Agent, Purchaser or the Surviving Corporation shall be liable to any holder of a Certificate formerly representing Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two years after the Effective Time, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange of Certificates. (a) Substantially contemporaneously with Parent's stock transfer agent (or another bank or trust company selected by Parent and reasonably acceptable to the Effective Time, Mergerco Company) shall cause to be deposited with a paying act as exchange agent (the "Paying Exchange Agent") to be jointly selected by in connection with the Company (acting through the Independent Director) and Mergerco, for the benefit surrender of the holders of certificates evidencing shares of Company Common Stock converted into shares of Parent Common Stock pursuant to the Merger. On or prior to the Closing Date, Parent shall deposit with the Exchange Agent one or more certificates representing the shares of Parent Common Stock to be issued in the Merger (other than Treasury Shares, Cancelled Shares and Dissenting Sharesthe "Merger Stock"), for payment in accordance with this Article III, the funds necessary to pay the which shares of Merger Consideration for each share as to which the Merger Consideration Stock shall be payabledeemed to be issued at the Effective Time. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts Parent shall cause the Exchange Agent to do so within three business days thereafter, the Paying Agent shall mail to each person who was, at the Effective Time, a holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), the (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and Exchange Agent, which shall be in such a form and have such contain any other provisions as Mergerco Parent and the Company may reasonably specify) agree and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of certificates representing the Merger ConsiderationStock. As soon as practicable after Upon the Effective Time, each holder proper surrender of an outstanding certificate or certificates that immediately prior Certificates to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed and duly executed letter of transmittal, transmittal and acceptance thereof such other documents as may be reasonably required by the Paying Exchange Agent, shall the holder of such Certificate shall, subject to the provisions of Section 2.3, be entitled to receive in exchange therefor certificates representing the Consideration shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Nybor Consideration Effective Time), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation and Parent that any applicable stock transfer tax has been paid. (c) Except as appropriate specified in Section 1.4(h), after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Common Stock shall, until surrendered for exchange in accordance with this Section 3.21.4, be deemed for all purposes to evidence ownership of the number of full shares of Parent Common Stock into which the shares of Company Common Stock (which, prior to the Effective Time, were represented thereby) multiplied shall have been so converted. (d) Except as otherwise expressly provided herein, Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Certificates for shares of Merger Stock. Any Merger Stock deposited with the Exchange Agent pursuant to Section 1.4(a) hereof, and not exchanged pursuant to Section 1.4(b) hereof for Company Common Stock within six months after the Effective Time, shall be returned by the number Exchange Agent to Parent, which shall thereafter act as exchange agent, subject to the rights of holders of Company Common Stock hereunder. (e) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock formerly represented by such certificate. No interest shall thereafter be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockmade. (cf) Subject to None of Parent, Merger Sub, the provisions of the DGCLCompany, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and or the Exchange Agent will be liable to any former holders holder of shares of Company Common Stock prior to the for any shares of Merger who have not theretofore complied Stock, dividends or distributions with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund thereto delivered to a state abandoned property administrator or other public office official pursuant to any applicable abandoned property, escheat or similar law. (fg) In the event If any certificate formerly representing Company Common Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificates to be lost, stolen or destroyed anddestroyed, if required by Surviving Corporationand delivery of such bond or other indemnity as the Exchange Agent may reasonably request, the posting by such person Exchange Agent will, subject to the provisions of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificateSection 2.2, the Paying Agent will issue deliver in exchange for such lost, stolen or destroyed certificate Certificates one or more certificates representing the Merger ConsiderationStock deliverable in respect thereof, as determined in accordance with the terms hereof. (h) No dividend or other distribution declared or made with respect to the Merger Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Merger Stock issuable upon surrender thereof until the holder of such Certificate shall surrender such Certificate in accordance with Section 1.4(b). Subject to the effect of applicable law, following surrender of any such Certificate there shall be paid, without interest, to the record holder of each certificate representing whole shares of Merger Stock issued in exchange therefor: (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Merger Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender of such Certificate and a payment date subsequent to such surrender payable with respect to such whole shares of Merger Stock. (i) The Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Company Common Stock such amounts as the Parent is required to deduct and withhold with respect to the making of such payment under the Code, or any other provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Parent, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Company Common Stock Shares in respect of which such deduction and withholding was made by the Parent.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco as required by subsections (b) and (c) below, Parent shall cause deliver to be deposited with its transfer agent, or a paying agent (the "Paying Agent") to be jointly depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company (acting through the Independent Director“Exchange Agent”) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article III2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 2.8 hereof and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the “Exchange Fund”), the funds necessary to pay the Merger Consideration in exchange for each share as to which the Merger Consideration shall be payableoutstanding Shares. (b) As soon as practicable Promptly after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and whose shares were converted into the right to receive shares of Company Parent Common Stock (other than Treasury Shares and Cancelled Shares, if any), pursuant to Section 2.8 hereof: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to such certificates the Certificates shall pass, pass only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other customary provisions as Mergerco Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing shares of the Merger ConsiderationParent Common Stock. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittaltransmittal duly executed, and acceptance thereof by the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the Consideration or cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the Nybor Consideration (as appropriate right to receive pursuant to the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in accordance with Section 3.2) multiplied by the transfer records of the Company, a certificate representing the proper number of shares of Company Parent Common Stock formerly represented by may be issued to a transferee if the Certificate representing such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required to evidence and effect such cashtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.10, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right of the holder thereof to receive upon such surrender the Merger Consideration for each such certificate representing share of Company Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled as contemplated by this Section 2.10. (c) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of a fractional share shall be paid to any such holder pursuant to Section 2.10(f) hereof, until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.10(f) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (cd) Subject In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, that Parent or the provisions Exchange Agent may, in its discretion, require the delivery of the DGCL, all cash paid a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Shares in accordance with the terms of this Article III hereof (including any cash paid pursuant to Section 2.10(c) or 2.10(f) hereof ) shall be deemed to have been paid issued in full satisfaction of all rights pertaining to such Shares and there shall be no further registration of transfers on the shares stock transfer books of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged for cash theretofore represented by such certificatesas provided in this Article 2. (df) No fractions of a share of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the closing price of a share of Parent Common Stock as reported on the NASDAQ on the date of the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (g) Any cash deposited with portion of the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") Fund that remains undistributed to the holders stockholders of the certificates formerly representing shares of Company Common Stock upon the one year after anniversary the Effective Time shall be delivered to the Surviving Corporation at such time Parent upon demand, and any former holders stockholders of shares of the Company Common Stock prior to the Merger who have not theretofore complied with this Article III 2 shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof Parent for payment of their claim for cashParent Common Stock and cash in lieu of fractional shares, if anyas the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (eh) None of Mergerco, Neither Parent nor the Company or the Paying Agent shall be liable to any person in holder of Shares for shares of Parent Common Stock (or dividends or distributions with respect of any thereto) or cash from the Exchange Fund delivered to a public office official pursuant to and as required by any applicable abandoned property, escheat or similar law. (fi) In Notwithstanding anything herein to the event contrary, Parent or the Exchange Agent may withhold Merger Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of any certificate formerly representing Company Common Stock such Merger Consideration for such purpose shall have been lost, stolen or destroyed, upon be treated as the making of an affidavit of that fact by payment thereof to the person claiming from whom such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by amount was withheld for purposes of determining whether such person of a bond in received amounts to which such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationperson is entitled hereunder.

Exchange of Certificates. (a) Substantially contemporaneously with Dendreon shall authorize Mellon Investor Services LLC, or such other firm as is reasonably acceptable to Corvas, to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective Time, Mergerco Dendreon shall deposit or shall cause to be deposited in trust with a paying agent (the "Paying Agent") Exchange Agent certificates representing the number of whole shares of Dendreon Common Stock to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of which the holders of Corvas Common Stock are entitled pursuant to this Article II, together with cash sufficient to pay for fractional shares then known to Dendreon (such cash amounts and certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Dendreon, deliver the number of shares of Company Dendreon Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration amounts of cash provided for each share as in Section 2.01 out of the Exchange Fund. Additional amounts of cash, if any, needed from time to which time by the Merger Consideration Exchange Agent to make payments for fractional shares shall be payableprovided by Dendreon and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by Dendreon, Sub, and Corvas prior to the Effective Time. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail and otherwise make available to each record holder who, as of the Effective Time, was a holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares a Certificate a form of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery and instructions for use in effecting the surrender of the Certificate for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to such certificates the Certificate shall pass, only upon proper delivery of such certificates the Certificate to the Paying Exchange Agent and the form of letter of transmittal shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Considerationso reflect. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon Upon surrender to the Paying Exchange Agent of such certificate or certificatesa Certificate, together with a properly completed such letter of transmittaltransmittal duly executed, and acceptance thereof by the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor (i) one or more certificates as requested by the Consideration holder (properly issued, executed, and countersigned, as appropriate) representing that number of whole shares of Dendreon Common Stock to which such holder of Corvas Common Stock shall have become entitled pursuant to the provisions of Section 2.01, and (ii) as to any fractional share, a check representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.01(d) and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the Nybor Consideration cash payable upon surrender of the Certificate. Dendreon shall pay any transfer or other taxes required by reason of the issuance of a certificate representing shares of Dendreon Common Stock provided that such certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided, however, that Dendreon shall not pay any transfer or other tax if the obligation to pay such tax under applicable law is solely that of the stockholder or if payment of any such tax by Dendreon otherwise would cause the Combination to fail to qualify as a reorganization under the Code. If any portion of the consideration to be received pursuant to this Article II upon exchange of a Certificate (as appropriate whether the consideration to be received is a certificate representing shares of Dendreon Common Stock or a check representing cash for a fractional share) is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly 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 certificate representing shares of Dendreon Common Stock or a check representing cash for a fractional share to such other person, or establish to the satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. From the Effective Time until surrender in accordance with this Section 3.22.03, each Certificate (other than Certificates representing treasury shares of Corvas) multiplied by shall be deemed, for all corporate purposes other than the payment of dividends or other distributions, to evidence the ownership of the number of whole shares of Company Dendreon Common Stock formerly represented by into which such certificateshares of Corvas Common Stock shall have been so converted. No interest shall dividends that are otherwise payable on Dendreon Common Stock will be paid or accrue on the Merger Consideration. The Paying Agent shall accept to persons entitled to receive Dendreon Common Stock until such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practicespersons surrender their Certificates. After the Effective Timesuch surrender, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented paid to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company person in whose name the Dendreon Common Stock shall be deemed at issued any time dividends on such Dendreon Common Stock that shall have a record date on or after the Effective Time and prior to represent only such surrender. If the right payment date for any such dividend is after the date of such surrender, such payment shall be made on such payment date. In no event shall the persons entitled to receive upon such surrender the Merger Consideration for each dividends be entitled to receive interest on such share dividends. All payments in respect of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Corvas Common Stock that are made in accordance with the terms of this Article III hereof shall be deemed to have been paid made in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatessecurities. (dc) Any cash deposited with In case of any lost, mislaid, stolen, or destroyed Certificate, the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed holder thereof may be required, as a condition precedent to the holders delivery to such holder of the certificates formerly representing shares consideration described in Section 2.01 and in accordance with Section 167 of Company Common Stock one year after the Effective Time shall be delivered Delaware Law, to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior deliver to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of Dendreon a bond in such reasonable amount sum as Surviving Corporation Dendreon may direct as indemnity against any claim that may be made against it the Exchange Agent, Dendreon, or the Continuing Corporation with respect to such certificatethe Certificate alleged to have been lost, mislaid, stolen, or destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Continuing Corporation of the shares of Corvas Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Continuing Corporation for transfer, they shall be canceled and exchanged for the consideration described in Section 2.01. After the Effective Time, the Paying shares of Corvas Common Stock shall be delisted from the Nasdaq National Market. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Corvas for six months after the Effective Time shall be returned to Dendreon, upon demand, and any holder of Corvas Common Stock who has not theretofore complied with Section 2.03(b) shall thereafter look only to Dendreon for issuance of the number of shares of Dendreon Common Stock and other consideration to which such holder has become entitled pursuant to Section 2.01, provided, however, that neither the Exchange Agent will issue in exchange nor any party hereto shall be liable to a holder of shares of Corvas Common Stock for such lostany amount required to be paid to a public official pursuant to any applicable abandoned property, stolen escheat, or destroyed certificate the Merger Considerationsimilar law.

Exchange of Certificates. (a) Substantially contemporaneously with Promptly after the Effective Time, Mergerco Parent shall cause authorize a bank or trust company to act as exchange agent hereunder, which bank or trust company shall be deposited with a paying agent (the "Paying Agent") reasonably acceptable to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares“Exchange Agent”), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) . As soon as practicable after the Effective Time, and using its reasonable best efforts Parent shall cause the Exchange Agent to do so within three business days thereaftermail, the Paying Agent shall mail to each holder all former holders of record of (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares Company Common Stock or Company Series A Preferred Stock that were converted into the right to receive Merger Consideration pursuant to this Agreement (the “Certificates”) or (ii) shares represented by book-entry which immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to this Agreement (other than Treasury Shares and Cancelled “Book-Entry Shares, if any”), (iA) instructions for surrendering their Certificates, or in the case of Book-Entry Shares, for surrendering such shares, in exchange for a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares and, in the case of former holders of record of Company Common Stock, a certificate representing a Contingent Value Right, and (B) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss of, and title to such certificates to, the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent Exchange Agent, or in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal. Upon surrender of Certificates or Book-Entry Shares, for cancellation to the Exchange Agent, together with Letter of Transmittal and shall be in such form and have such other provisions as Mergerco customary documents reasonably requested by Parent and in accordance with the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Timethereon, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, Certificates and acceptance thereof by the Paying Agent, Book-Entry Shares shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2a) multiplied by the a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly or Company Series A Preferred Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the provisions of this Agreement applying the Minimum Exchange Ratio under Section 1.6(a)(i) and with respect to Company Series A Preferred Stock the Preferred Stock Exchange Ratio, (b) any cash in lieu of fractional shares pursuant to Section 1.6(a)(ii) hereof, (c) a certificate representing that number of Contingent Value Rights, if any, to which such certificateholder is entitled under this Agreement, (d) a check in the amount of any cash due pursuant to Section 1.12 hereof, and (e) in the case of Company Common Stock only the right to receive a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the provisions of this Agreement applying the Exchange Ratio (as opposed to the Minimum Exchange Ratio) under Section 1.6(a)(i) less any shares of Parent Common Stock issued and delivered to former holders of Company Common Stock in accordance with clause (a) of this sentence, but in the case of this clause (e) only to the extent that it is determined pursuant to Section 1.13 that the Exchange Ratio is greater than the Minimum Exchange Ratio. No interest shall be paid or shall accrue on the Merger Considerationany such amounts. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof Until surrendered in accordance with customary exchange practicesthe provisions of this Section 1.8, each Certificate and each Book-Entry Share shall represent for all purposes only the right to receive Merger Consideration together with cash in lieu of any fractional shares to which such holder is entitled pursuant to Section 1.6(a)(ii) hereof and, if applicable, amounts under Section 1.12 hereof. After the Effective Time, there shall be no further transfer on the records Shares of the Company or its transfer agent of certificates formerly representing Parent Common Stock into which shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Series A Preferred Stock shall be deemed converted in the Merger at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid issued at the Effective Time. If any certificates representing shares of Parent Common Stock are to be issued in full a name other than that in which the Certificate surrendered is registered, it shall be a condition of such exchange that the person requesting such exchange shall deliver to the Exchange Agent all documents necessary to evidence and effect such transfer and shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of a certificate representing shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Beginning on the date which is twelve (12) months following the Effective Time, Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate or Book-Entry Share shall look solely to Parent and the Surviving Corporation for any amounts to which such holder may be due, subject to applicable law. The Surviving Corporation shall pay all rights pertaining to charges and expenses, including those of the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited Exchange Agent, in connection with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders exchange of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Series A Preferred Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Parent shall designate a bank or trust company in the Effective Time, Mergerco shall cause United States reasonably acceptable to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director“Paying Agent”) and Mergerco, to act as agent for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled the Shares and Dissenting Shares), for payment in accordance connection with this Article III, the Merger to receive in trust the funds necessary to pay the Merger Consideration for each share as to which holders of the Merger Consideration Shares shall be payable. (b) become entitled pursuant to Section 2.7(a). As soon as practicable after the Effective Time, and using its reasonable best efforts Parent or Sub shall deposit, or cause to do so within three business days thereafterbe deposited, with the Paying Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.7(a). Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to holders of the Shares. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of an outstanding record of a certificate or certificates that (the “Certificates”) which immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any)which were converted into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender a Certificate for cancellation to the Paying Agent of or to such certificate other agent or certificatesagents as may be appointed by Parent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof any other item specified by the Paying Agentletter of transmittal, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall promptly pay to the Person entitled thereto the Merger Consideration without interest in exchange therefor, and the Certificate so surrendered shall forthwith be liable cancelled. If payment of the Merger Consideration is to any person in respect of any cash from the Exchange Fund delivered be made to a public office pursuant Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly 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 any applicable abandoned propertya person other than the registered holder of the Certificate surrendered, escheat or similar law. (f) shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed, the Paying Agent will deliver the Merger Consideration deliverable in respect of such lost, stolen or destroyed andCertificate as determined in accordance with this Article II; provided, however, that, if required by Surviving CorporationParent, the posting by such person of Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such reasonable amount sum as it may direct or otherwise indemnify the Surviving Corporation may direct as indemnity in a manner satisfactory to it against any claim that may be made against it the Surviving Corporation with respect to such certificate, the Paying Agent will issue in exchange for such Certificate claimed to have been lost, stolen or destroyed certificate destroyed. Until surrendered as contemplated by this Section 2.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger ConsiderationConsideration in cash, without interest, as contemplated by this Section 2.8. (c) 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, without any interest thereon. 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.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Parent shall cause select a bank or trust company to be deposited with a act as paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit payment of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payableupon surrender of certificates representing Shares. (b) Parent shall, or shall cause the Surviving Corporation to, provide to the Paying Agent on a timely basis, as and when needed after the Effective Time, funds necessary to pay for the Shares as part of the Merger pursuant to Section 2.8. (c) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented shares of Company Common Stock outstanding Shares (other than Treasury the "Certificates") whose Shares and Cancelled Shares, if any)were converted into the right to receive the Merger Consideration pursuant to Section 2.8, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender a Certificate for cancellation to the Paying Agent of or to such certificate other agent or certificatesagents as may be appointed by Parent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or amount of cash into which the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash Shares theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent Certificate shall have been converted pursuant to this Section 3.3 (2.8, and the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time Certificate so surrendered shall forthwith be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) canceled. In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond transfer of ownership of Shares which is not registered in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.transfer

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective TimeMailing Date, Mergerco Parent shall cause appoint a commercial bank or trust company reasonably acceptable to be deposited with a paying the Company to act as agent (the "Paying “Exchange Agent"”) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration. Parent shall pay all costs, fees, and expenses incurred in connection with the retention and engagement of the Exchange Agent. In connection with the foregoing, Parent and Merger Sub shall enter into an exchange agent and nominee agreement with the Exchange Agent, in a form reasonably acceptable to the Company, setting forth the procedures to be jointly selected used in accomplishing the deliveries and other actions contemplated by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payableSection 2.03. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts Parent shall cause to do so within three business days thereafter, the Paying Agent shall mail be mailed to each holder record holder, as of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares Time, of Company Common Stock Certificates or Book-Entry Shares (other than Treasury Shares any holder which has previously and Cancelled Sharesproperly surrendered all of its Certificate(s) to the Exchange Agent in accordance with this Section 2.03) (each, if anyan “Electing Shareholder”), (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Paying Exchange Agent and shall be or, in such form and have such other provisions as Mergerco and the Company may reasonably specifycase of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of each certificate the Certificates or, in the case of Book-Entry Shares, the surrender of such Shares in exchange for payment of the Merger Consideration. As soon as practicable after . (c) Immediately prior to the Effective Time, each holder of an outstanding certificate Parent shall (1) issue and deposit or certificates that immediately prior cause to be deposited with the Effective Time represented such shares Exchange Agent to be held in trust for the holders of Company Common Stock, evidence of shares in book-entry form in compliance with the Parent’s certificate of incorporation and all applicable Laws, representing Parent Shares issuable pursuant to Section 2.01 in exchange for outstanding Company Common Stock, and to make any dividends or other distributions pursuant to Section 2.03(g), in each case, to be paid in respect of the Certificates and the Book-Entry Shares by holders thereof who have properly delivered to the Exchange Agent their Company Common Stock. Any cash and Parent Shares deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, subject to the terms of the exchange agent and nominee agreement entered into with Parent, deliver the Merger Consideration contemplated to be issued pursuant to Section 2.01 and Section 2.02 out of the Exchange Fund. Until used for that purpose, the cash portion of the Exchange Fund shall be invested by the Exchange Agent in short-term obligations of or guaranteed by the United States of America or short-term obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, short-term certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with commercial banks which have capital, surplus and undivided profits aggregating more than $10 billion (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided, that no such investment or losses thereon shall affect the Merger Consideration payable to former holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional interests, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional cash funds to the Exchange Agent for the benefit of the former holders of Company Common Stock in the amount of any such losses. The Exchange Fund shall not be used for any purpose other than the foregoing. (d) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate or Book-Entry Share to the Paying Exchange Agent of such certificate or certificates, together with a properly completed the letter of transmittal, duly executed and acceptance thereof completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, shall will be entitled to receive in exchange therefor (A) one or more Parent Shares which shall be in uncertificated book-entry form and which shall represent, in the aggregate, the whole number of Parent Shares that such holder has the right to receive pursuant to Section 2.01 (after taking into account all Shares then held by such holder) and (B) a check in the amount equal to any cash that such holder has the right to receive in lieu of any fractional Shares pursuant to Section 2.02 and any dividends and other distributions pursuant to Section 2.03(g), in each case, less any required withholding taxes. The Merger Consideration shall be paid as promptly as reasonably practicable after receipt by the Exchange Agent of the Certificate or the Nybor Consideration (as appropriate Book-Entry Share and letter of transmittal in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificateforegoing. No interest shall be paid or accrue accrued on the any Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof , cash in lieu of fractional shares in accordance with customary exchange practicesSection 2.02 hereof or on any unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. After Until so surrendered, each such Certificate and Book-Entry Share shall, from and after the Effective Time, represent for all purposes only the right to receive the Merger Consideration, the issuance or payment of which (including any cash in lieu of fractional shares) shall be deemed to be the satisfaction in full of all rights pertaining to Shares converted in the Merger. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Book-Entry Share or shall establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration thereof that the surrendered Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (f) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further transfer on the records registration of the Company or its transfer agent transfers of certificates formerly representing shares of Company Common Stock that have been convertedShares thereafter. If, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time Time, any Certificates or Book-Entry Shares representing such shares are presented for transfer to represent only the right to receive upon Exchange Agent, each such surrender share shall be cancelled and exchanged for the Merger Consideration provided for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in this Article II in accordance with the terms hereof. In the event of this Article III a transfer of ownership of any Share prior to the Effective Time that has not been registered in the transfer records of the Company, the Merger Consideration payable in respect of such Share shall be deemed paid to the transferee of such share if the Certificate or Book-Entry Share that previously represented such share is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. From and after the Effective Time, the holders of Certificates and Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have been paid any rights with respect to such Shares except as otherwise provided in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented this Agreement or by such certificatesapplicable Law. (dg) Any cash deposited No dividends or other distributions with respect to Parent Shares issued in the Paying Agent pursuant Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until such Certificates or Book-Entry Shares are surrendered as provided in this Section 3.3 (the "Exchange Fund") that remains undistributed 2.03. Following such surrender, subject to the holders effect of escheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the certificates formerly representing shares Parent Shares, if any, issued in exchange therefor (i) at the time of Company Common Stock one year such surrender, all dividends and other distributions payable in respect of any such Parent Shares with a record date after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock a payment date on or prior to the Merger who have date of such surrender and not theretofore complied with this Article III shall thereafter look only to previously paid and (ii) at the Surviving Corporation and only as general unsecured creditors thereof for appropriate payment of their claim for cash, if any. (e) None of Mergercodate, the Company dividends or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it other distributions payable with respect to such certificateParent Shares with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of Parent Shares, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate all Parent Shares to be issued pursuant to the Merger Considerationshall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco the Company shall cause select and appoint a commercial bank or trust company who shall be reasonably satisfactory to be deposited with a Parent to act as the paying agent (the "“Paying Agent"”) for the payment of the Merger Consideration upon surrender of Certificates. At or prior to be jointly selected by the Company (acting through Effective Time, Parent shall deposit with the Independent Director) and Mergerco, Paying Agent for the benefit of the holders of shares of Company Common Stock immediately available funds in the amount of the aggregate Merger Consideration under Section 3.01(c) (other than Treasury Shares, Cancelled Shares and Dissenting Sharessuch cash being hereinafter referred to as the “Exchange Fund”), for payment in accordance with this Article III, the funds necessary to pay . The Paying Agent shall deliver the Merger Consideration for each share as contemplated to which be paid pursuant to Section 3.01(c) out of the Merger Consideration shall be payableExchange Fund. (b) As soon as reasonably practicable after the Effective Time (but in no event more than three Business Days after the Effective Time), and using its reasonable best efforts to do so within three business days thereafter, Parent shall instruct the Paying Agent shall to mail to each holder of an outstanding certificate record of a Certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), Certificates (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Agent and shall be (or affidavit of loss in such form and have such other provisions as Mergerco and the Company may reasonably specifylieu thereof in accordance with Section 3.08)) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate a Certificate (or certificates that immediately prior to the Effective Time represented such shares affidavit of Company Common Stock, upon surrender loss in lieu thereof in accordance with Section 3.08) for cancellation to the Paying Agent of or to such certificate other agent or certificatesagents as may be appointed by Parent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration or into which the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly theretofore represented by such certificateCertificate shall have been converted pursuant to Section 3.01(c), and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrue on In the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further event of a transfer on the records of the Company or its transfer agent of certificates formerly representing shares ownership of Company Common Stock that have been convertedwhich is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whole or in partwhose name the Certificate so surrendered is registered, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or (B) establish to the Company for transferreasonable satisfaction of the Surviving Corporation that such Tax has been paid or is otherwise not applicable. Except as otherwise provided with respect to unpaid dividends and other distributions in Section 3.04, they shall be canceled against delivery of such cash. Until until surrendered as contemplated by this Section 3.3(b)3.03, each certificate formerly Certificate (other than Certificates representing shares of such Company Common Stock Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, as provided in this Agreement. No interest shall be paid or shall accrue on any Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid payable upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawCertificate. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Purchaser shall cause designate a bank or trust company who shall be reasonably satisfactory to be deposited with a the Company to act as paying agent in the Merger (the "Paying Exchange Agent") ), and on or prior to be jointly selected by the Company (acting through Effective Time, Purchaser shall make available, or cause the Independent Director) and MergercoSurviving Corporation to make available, to the Exchange Agent, cash in an amount necessary for the benefit payment of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as provided in Section 2.8 upon surrender of certificates representing Shares (the "Certificates") as part of the Merger. Funds made available to which the Merger Consideration Exchange Agent shall be payableinvested by the Exchange Agent as directed by Acquisition Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (it being understood that any and all interest or income earned on funds made available to the Exchange Agent pursuant to this Agreement shall be turned over to Purchaser). (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares record of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a Certificate a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon actual and proper delivery of such certificates the Certificates to the Paying Agent and Exchange Agent, shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) contain instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger ConsiderationConsideration and shall be in such form and contain such other provisions as Purchaser and the Company may reasonably specify (together, the "Transmittal Documents")). As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed letter duly executed Transmittal Documents, the holder of transmittal, and acceptance thereof by the Paying Agent, such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate promptly as practicable) the Merger Consideration in accordance with Section 3.2) multiplied by the number respect of shares of Company Common Stock all Shares formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept Certificate which such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into holder has the right to receive cashreceive, and if such certificates are presented to the Company for transfer, they as set forth in Section 2.8. The Certificate(s) so surrendered shall forthwith be canceled against delivery of such cashcanceled. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all All cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash Shares theretofore represented by such certificatesCertificates. Until surrendered in accordance with the provisions of and as contemplated by this Section 3.2, any Certificate (other than Certificates representing Shares subject to Sections 2.8(c) and other than Dissenting Shares, if applicable) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration. (c) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation or its transfer agent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (d) Any cash deposited with From and after the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to Effective Time, the holders of the certificates formerly representing shares Certificates evidencing ownership of Company Common Stock one year after Shares outstanding immediately prior to the Effective Time shall be delivered cease to the Surviving Corporation at have any rights with respect to such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only Shares except as general unsecured creditors thereof for payment of their claim for cash, if anyotherwise provided herein or by applicable law. (e) None of Mergerco, the Company or the Paying Agent shall be liable to If any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving Corporationdestroyed, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may shall pay or cause to be made against it with respect to such certificate, the Paying Agent will issue paid in exchange for such lost, stolen or destroyed certificate Certificate the Merger Consideration, in accordance with Section 2.8, for Shares represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Surviving Corporation an indemnity agreement, in a form acceptable to the Surviving Corporation, pursuant to which such owner agrees to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (f) Promptly following the date which is six months after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Transactions, which had been made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) Subject to Article II, the Merger Consideration paid in the Merger, if any, shall be net to the holder of Shares in cash, subject to reduction only for any applicable Federal withholding taxes or stock transfer taxes payable by such holder. (h) Notwithstanding anything to the contrary in this Section 3.2, none of the Exchange Agent, Purchaser or the Surviving Corporation shall be liable to any holder of a Certificate formerly representing Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco ACT shall cause appoint The Bank of New York or another exchange agent mutually acceptable to be deposited with a paying ACT and ICH to act as exchange agent (the "Paying Exchange Agent") in the Merger. (b) At or prior to be jointly selected by the Company (acting through Effective Time, ACT shall provide to the Independent Director) and MergercoExchange Agent, for the benefit of the holders of shares of Company ICH Stock, certificates representing ACT Common Shares issuable in exchange for certificates representing outstanding shares of ICH Stock pursuant to Section 2.1 (other than Treasury Shares, Cancelled Shares "Certificates") and Dissenting Shares), for payment an estimated amount in accordance with this Article III, the funds necessary cash sufficient to pay the Merger Consideration for each share as to which the Merger Consideration shall be payablesatisfy ACT's obligations under Section 2.5. (bc) As soon as reasonably practicable after the Effective Time, Time and using its reasonable best efforts to do so within three in no event later than ten business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented record of shares of Company ICH Stock whose shares were converted into ACT Common Stock (other than Treasury Shares and Cancelled Shares, if any), pursuant to Section 2.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such a form and have such other provisions as Mergerco and the Company ACT may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates evidencing ACT Common Shares. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented Exchange Agent or to such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate other agent or certificatesagents as may be appointed by ACT, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the Consideration or number of whole ACT Common Shares to which the Nybor Consideration (as appropriate holder is entitled and an amount of cash in lieu of any fractional ACT Common Share in accordance with Section 3.2) multiplied by 2.5, and the number Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common ICH Stock formerly represented by that is not registered in the transfer records of ICH, payment may be made to a Person (as defined below) other than the Person in whose name the Certificate so surrendered is registered if such certificate. No interest Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a Person other than the registered holder of such Certificate or establish to the satisfaction of ACT that such tax or taxes have been paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cashnot applicable. Until surrendered as contemplated by this Section 3.3(b)2.2, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender such whole number of ACT Common Shares provided by Section 2.1 and an amount in cash in lieu of any fractional ACT Common Share in accordance with Section 2.5. No interest will be paid or will accrue on the Merger Consideration for each such share consideration payable upon the surrender of Company Common Stockany Certificate or on any cash payable pursuant to Section 2.4 or Section 2.5. (cd) Subject to the provisions All ACT Common Shares delivered, and cash in lieu of the DGCLany fractional shares thereof paid, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Certificates in accordance with the terms of this Article III II shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares. There shall be no further registration of transfers on the stock transfer books of ICH or its transfer agent of the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") of ICH Stock that remains undistributed were outstanding immediately prior to the holders of the certificates formerly representing shares of Company Common Stock one year Effective Time. If, after the Effective Time shall be delivered Time, Certificates are presented to the Surviving Corporation at such time Entity for any reason, they shall be canceled and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with exchanged as provided in this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if anyII. (e) None of MergercoICH, the Company ACT or the Paying Exchange Agent shall be liable to any person Person in respect of any cash from the Exchange Fund shares or funds delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. (f) In . All Certificates and funds held by the event any certificate formerly representing Company Common Stock Exchange Agent for payment to the holders of unsurrendered Certificates that remain unclaimed for six months after the Effective Time shall have been lost, stolen or destroyedbe redelivered by the Exchange Agent to ACT, upon demand, and any holders of Certificates who have not theretofore complied with Section 2.2(c) shall thereafter look only to the making Surviving Entity for delivery of an affidavit of that fact by the person claiming such certificate any shares or funds, subject to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationapplicable escheat and other similar laws.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco CALIPSO shall cause enter into an agreement with, and shall deposit with, _________________________ or such other agent or agents as may be satisfactory to be deposited with a paying agent CALIPSO and KFI (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco), for the benefit of the holders of shares of Company Common Stock (other than Treasury KFI Shares, Cancelled Shares and Dissenting Shares), for payment exchange through the Exchange Agent in accordance with this Article III, I: (i) certificates representing the funds necessary appropriate number of CALIPSO Shares to pay the Merger Consideration be issued to holders of KFI Shares issuable pursuant to Section 1.6 in exchange for each share as to which the Merger Consideration shall be payableoutstanding KFI Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding KFI Shares (the "Certificates") whose shares of Company Common Stock (other than Treasury were converted into the right to receive CALIPSO Shares and Cancelled Shares, if any), pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco KFI and the Company CALIPSO may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing CALIPSO Shares. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof by any other required documents, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the therefore a certificate representing that number of shares of Company Common Stock formerly represented by whole CALIPSO Shares, which such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into holder has the right to receive cashpursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of KFI Shares which are not registered in the transfer records of KFI, a certificate representing the proper number of CALIPSO Shares may be issued to a transferee if the Certificate representing such certificates are KFI Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required by the Exchange Agent or CALIPSO to evidence and effect such cashtransfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockcertificate representing CALIPSO Shares as contemplated by this Section 1.7. (c) Subject No dividends or other distributions declared or made after the Effective Time with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance CALIPSO Shares with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the Surviving Corporation at such time and holder of any former holders of shares of Company Common Stock prior unsurrendered Certificate with respect to the Merger who have not theretofore complied with this Article III CALIPSO Shares represented thereby until the holder of record of such Certificate shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if anysurrender such Certificate. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (fd) In the event that any certificate formerly representing Company Common Stock Certificate for KFI Shares or CALIPSO Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefore, upon the making of an affidavit of that fact by the person claiming holder thereof such certificate to be lost, stolen or destroyed andCALIPSO Shares and cash in lieu of fractional CALIPSO Shares, if any, as may be required by Surviving Corporationpursuant to this Agreement; provided, however, that CALIPSO or the posting by such person Exchange Agent, may, in its respective discretion, require the delivery of a bond suitable bond, opinion or indemnity. (e) All CALIPSO Shares issued upon the surrender for exchange of KFI Shares in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may accordance with the terms hereof shall be made against it with respect deemed to have been issued in full satisfaction of all rights pertaining to such certificateKFI Shares. There shall be no further registration of transfers on the stock transfer books of KFI of the KFI Shares which were outstanding immediately prior to the Effective Time. If, after the Paying Agent will issue Effective Time, Certificates of KFI are presented to CALIPSO for any reason, they shall be canceled and exchanged as provided in exchange for such lostthis Article I. (f) No fractional CALIPSO Shares shall be issued in the Merger, stolen but in lieu thereof each holder of KFI Shares otherwise entitled to a fractional CALIPSO Share shall, upon surrender of its, his or destroyed certificate her Certificate or Certificates, be entitled to receive an additional share to round up to the Merger Considerationnearest round number of shares.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Parent shall cause select a reputable bank or trust company to be deposited with a act as paying agent with respect to the Merger (the "“Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares”), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable Immediately following the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for payment to the holders of Company Shares pursuant to the provisions of this Section 2, an amount of cash equal to the product obtained by multiplying (x) the amount payable therefor pursuant to Section 2.5(c) and (y) the aggregate number of shares of Company Shares issued and outstanding immediately prior to the Effective Time (excluding Company Shares then owned by Parent, Acquisition Sub, the Company, or any direct or indirect, wholly-owned Subsidiary of Parent, Acquisition Sub or the Company immediately prior to the Effective Time (whether pursuant to the Offer or otherwise)). (c) Promptly after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, Parent shall cause the Paying Agent shall to mail to each Person who was, immediately prior to the Effective Time, a holder of an outstanding certificate or certificates that record of a Company Stock Certificate and each holder of record of Company Shares held in book-entry form, in each case which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares (other than Treasury Shares and Cancelled Appraisal Shares, if any), (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Company Stock Certificates shall pass, only upon delivery of such certificates the Company Stock Certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of each certificate Company Stock Certificates previously representing such Company Shares in exchange for payment of the Merger Considerationtherefor. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares Upon surrender of Company Common Stock, upon surrender Stock Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or delivery of such certificate or certificatesan agents’ message in respect of Company Shares held in book-entry form, together with a properly completed such letter of transmittal, duly completed and acceptance thereof by validly executed in accordance with the Paying Agentinstructions thereto, the holders of such Company Stock Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor the Consideration or amount payable in respect thereof pursuant to the Nybor Consideration (as appropriate in accordance with provisions of this Section 3.2) multiplied by 2, and the number of shares of Company Common Stock formerly represented by such certificate. No interest Certificates so surrendered shall forthwith be paid or accrue on the Merger Considerationcanceled. The Paying Agent shall accept such certificates Company Stock Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary normal exchange practices. After No interest shall be paid or accrued for the benefit of holders of the Company Stock Certificates on the cash amounts payable upon the surrender of such Company Stock Certificates pursuant to this Section 2.7. Until so surrendered, outstanding Company Stock Certificates shall be deemed from and after the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject amount payable in respect thereof pursuant to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesSection 2. (d) Any cash deposited with On or after the first anniversary of the Effective Time, the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered deliver to the Surviving Corporation at such time and any former funds made available by Parent to the Paying Agent which have not been disbursed to holders of shares of Company Common Stock prior Certificates, and thereafter such holders shall be entitled to look to Parent and the Surviving Corporation, as general creditors thereof, with respect to the Merger who have not theretofore complied with this Article III shall thereafter look only to cash amounts that may be payable upon surrender of their Company Stock Certificates. Neither the Paying Agent nor the Surviving Corporation and only as general unsecured creditors thereof shall be liable to any holder of a Company Stock Certificate for payment of their claim for cash, if anyany amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. (e) None of Mergerco, the If any Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the person Person claiming such certificate Company Stock Certificate to be lost, stolen or destroyed, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen or destroyed andCompany Stock Certificate the cash amount payable in respect thereof pursuant to this Agreement; provided, if required by Surviving Corporationhowever, that Parent or the posting by Paying Agent may, in its discretion and as a condition precedent to the payment of the cash amount payable in respect of any lost, stolen or destroyed Company Stock Certificate, require the owners of such person of lost, stolen or destroyed Company Stock Certificates to deliver a bond in such reasonable amount sum as Surviving Corporation it may reasonably direct as indemnity against any claim that may be made against it Parent, the Surviving Corporation or the Paying Agent with respect to such certificate, the Paying Agent will issue in exchange for such Company Stock Certificates alleged to have been lost, stolen or destroyed certificate destroyed. (f) In the Merger Considerationevent of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company, or if payment is to be made with respect to Company Shares in a name other than that in which the Company Stock Certificates surrendered in exchange therefor are registered in the stock transfer books or ledger of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered in the stock transfer books or ledger of the Company only if the Company Stock Certificate previously representing such Company Shares is presented to the Paying Agent properly endorsed and accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and the Person requesting such payment has paid to Parent (or any agent designated by Parent) any transfer or other Taxes required by reason of the payment of the amount payable in respect thereof to a Person other than the registered holder of such Company Stock Certificate, or presented evidence that any applicable stock transfer taxes relating to such transfer have been paid or are otherwise not payable. (g) Parent, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any payment pursuant to this Section 2 such amounts as are required by applicable law to be deducted or withheld therefrom under U.S. federal or state, local or non-U.S. law, and to request any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from any recipient of any payment hereunder. To the extent that any amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Exchange of Certificates. (a) Substantially contemporaneously The Parent shall enter into an agreement with the Exchange Agent which shall provide that the Parent shall deposit with the Exchange Agent at the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares issued and Dissenting Shares)outstanding immediately prior to the Effective Time, for payment exchange in accordance with this Article III2, certificates representing the shares of Parent Common Stock and the Cash Consideration (such shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time, the funds necessary Cash Consideration and any cash payable in lieu of any fractional shares of Parent Common Stock being hereinafter referred to pay as the Merger Consideration "Exchange Fund") issuable or payable pursuant to Section 2.1 in exchange for each share as to which the Merger Consideration shall be payableoutstanding shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder Holder whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1 and who did not properly complete a Form of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any)Election, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco the Parent and the Company may reasonably specify) and (ii) instructions for use in effecting surrendering the surrender of each certificate Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed either (x) an Election by Holders making an effective Election or (y) letter of transmittaltransmittal by Holders not making an effective Election, in each case duly executed, and acceptance thereof such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor either (A) (1) a certificate representing that number of whole shares of Parent Common Stock which such holder has the Consideration right to receive pursuant to the provisions of this Article 2, (2) dividends or the Nybor Consideration (as appropriate other distributions, if any, in accordance with Section 3.22.3(c), and (3) multiplied by cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e) or (B) a check representing that portion of the number Cash Consideration issuable in respect of the shares of Company Common Stock formerly represented by such certificateCertificate, and, in either case, the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further If a transfer on the records of the Company or its transfer agent ownership of certificates formerly representing shares of Company Common Stock that have has not then been convertedregistered in the transfer records of the Company, the Merger Consideration issuable in whole or respect of the shares of Company Common Stock formerly represented by such Certificate may be issued to a Person other than the Person in part, pursuant to this Agreement, into whose name the right to receive cash, and Certificate so surrendered is registered if such certificates are presented to the Company Certificate shall be properly endorsed or otherwise be in proper form for transfer, they and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Parent that such Tax has been paid or is not applicable. (c) No dividends or other distributions with respect to shares of Parent Common Stock with a record date after the Effective Time shall be canceled against delivery paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such cash. Until surrendered as contemplated by this holder pursuant to Section 3.3(b2.3(e), each certificate formerly representing and all such dividends, other distributions and cash in lieu of fractional shares of such Company Parent Common Stock shall be deemed paid by the Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at any the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to represent only such whole shares of Parent Common Stock, and the right amount of any cash payable in lieu of a fractional share of Parent Common Stock to receive upon which such holder is entitled pursuant to Section 2.3(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender the Merger Consideration for each and with a payment date subsequent to such share surrender payable with respect to such whole shares of Company Parent Common Stock. (cd) Subject to the provisions All shares of the DGCL, all Parent Common Stock issued and any cash paid pursuant to this Article 2 upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Certificates in accordance with the terms of this Article III 2 shall be deemed to have been paid issued (and paid) in full satisfaction of all rights pertaining to the shares exchanged for cash of Company Common Stock theretofore represented by such certificatesCertificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article 2, except as otherwise provided by law. (de) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of the Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the Parent. The Parent shall pay each former holder of shares of Company Common Stock an amount in cash equal to (i) the fractional share interest to which such former holder (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) would otherwise be entitled multiplied by (ii) the Closing Parent Share Value. (f) Any cash deposited with portion of the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") Fund that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation at such time Parent, upon demand, and any former holders of shares of Company Common Stock prior to the Merger Certificates who have not theretofore complied with this Article III 2 shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof Parent for payment of their claim for cashMerger Consideration, if anyany dividends or distributions with respect to the Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. (eg) None of Mergercothe Parent, Merger Sub, the Company or the Paying Exchange Agent shall be liable to any person Person in respect of any shares of Parent Common Stock, any dividends or distributions with respect thereto, any cash in lieu of fractional shares of Parent Common Stock or any cash from the Exchange Fund Fund, in each case delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered immediately prior to the date on which any amounts payable pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Entity, any such amounts shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (fh) In The Exchange Agent shall invest any cash included in the event Exchange Fund, as directed by the Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent. Any losses resulting from such investments shall not reduce the right of any certificate formerly representing Company Common Stock holder of a Certificate to receive the amounts otherwise payable pursuant to this Article 2. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by Surviving Corporationthe Parent, the posting by such person Person of a bond in such reasonable amount as Surviving Corporation the Parent may direct as indemnity against any claim that may be made against it with respect to such certificateCertificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger ConsiderationConsideration with respect thereto and, if applicable, any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof and any cash in lieu of fractional shares, in each case pursuant to this Agreement. (j) The Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the amounts otherwise payable to a holder of shares of Company Common Stock pursuant to this Article 2 such amounts as any of them reasonably determine to be required to be deducted and withheld under the Internal Revenue Code of 1986 (the "Code") or provisions of other Tax law. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco shall cause will (i) designate Computershare Investor Services, LLC or other commercial bank or trust company to be deposited with a act as the paying agent (the "“Paying Agent"”) to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, the Cancelled Shares and the Dissenting Shares)) in the Merger and Mergerco will enter into an agreement with the Paying Agent pursuant to which, for payment in accordance with this Article IIIafter the Effective Time, the funds necessary to pay Paying Agent will distribute the Merger Consideration on a timely basis, and (ii) irrevocably deposit or cause to be deposited with the Paying Agent cash in an amount required with respect to the conversion of shares of Company Common Stock at the Effective Time pursuant to Section 3.1 and this Section 3.4 as share certificates are surrendered (such cash being hereinafter referred to as the “Exchange Fund”). The Paying Agent must, pursuant to irrevocable instructions, deliver the cash contemplated to be paid pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.4(g), the Exchange Fund must not be used for each share as to which the Merger Consideration shall be payableany other purpose. (b) As soon promptly as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Surviving Corporation will cause the Paying Agent shall to mail to each holder of an outstanding record of a certificate or certificates that (to the extent such certificates have not already been submitted to the Paying Agent) which immediately prior to the Effective Time represented outstanding shares (other than Cancelled Shares and Dissenting Shares) of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), the “Certificates”) (i) a letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to such certificates shall the Certificates will pass, only upon proper delivery of such certificates the Certificates to the Paying Agent and shall will be in such form and have such other provisions as Mergerco the Surviving Corporation and the Company may Paying Agent will reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment the aggregate Merger Consideration into which the number of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon Stock previously represented by such Certificates will have been converted into the right to receive pursuant to this Agreement. (c) Upon surrender to the Paying Agent of such certificate or certificatesa Certificate for cancellation, together with a properly completed such letter of transmittal, duly executed and acceptance thereof completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying AgentAgent pursuant to such instructions, shall the holder of such Certificate will be entitled to receive in exchange therefor the Merger Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares for each share of Company Common Stock formerly represented by such certificate. No interest shall Certificate, to be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions distributed as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After soon as practicable after the Effective TimeTime (after giving effect to any required tax withholding) in each case without interest, there shall and the Certificate so surrendered will immediately be no further cancelled. In the event of a transfer on the records of the Company or its transfer agent ownership of certificates formerly representing shares of Company Common Stock that have been convertedwhich is not registered in the transfer records of the Company, in whole or in part, pursuant the Merger Consideration may be issued to this Agreement, into a transferee if the right to receive cash, and if Certificate representing such certificates are shares of Company Common Stock is presented to the Company for transferPaying Agent, they shall be canceled against delivery of accompanied by all documents required to evidence and effect such cashtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)3.4, each certificate formerly representing shares of such Company Common Stock shall Certificate will be deemed at any time all times after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration for with respect to each such share of Company Common StockStock formerly represented thereby. (cd) Subject to the provisions Cash paid upon conversion of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall hereof will be deemed to have been paid issued in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year and, following the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time shall be delivered Time, Certificates are presented to the Surviving Corporation at for any reason, they will be cancelled and exchanged as provided in this Section 3.4. From and after the Effective Time, holders of Certificates will cease to have any rights as stockholders of the Company, except for the right to receive upon the surrender of such time Certificates, in accordance with this Section 3.4, the Merger Consideration with respect to each share of Company Common Stock formerly represented by such Certificates or as otherwise provided by law. (e) To the extent permitted by applicable law, any portion of the Exchange Fund (plus any interest and any former other income received by the Paying Agent in respect of such funds) which remains undistributed to the holders of shares of Company Common Stock prior twelve months after the Effective Time will be delivered to the Merger Surviving Corporation, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Article III shall Section 3.4 must thereafter look look, as general creditors, only to the Surviving Corporation for the Merger Consideration, without interest. Any portion of the Exchange Fund remaining unclaimed by holders of shares of Company Common Stock three years after the Effective Time (or such earlier date, as is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity) will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and only as general unsecured creditors thereof for payment clear of their claim for cash, if anyany claims or interest of any person previously entitled thereto. (ef) None of MergercoNotwithstanding any other provision in this Section 3.4, the Company or neither the Paying Agent shall nor the Surviving Corporation will be liable to any person in respect holder of shares of Company Common Stock for any cash from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. (fg) In The Paying Agent or, at any time after twelve months following the event Effective Time, the Surviving Corporation will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any certificate formerly representing holder of shares of Company Common Stock shall have such amounts as it is required to deduct and withhold from such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Paying Agent or the Surviving Corporation, as applicable, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made. (h) If any Certificate has been lost, stolen or destroyed, upon the making delivery to the Paying Agent of an affidavit of that fact by the person claiming such certificate Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such certificateCertificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate Certificate the Merger ConsiderationConsideration for each share of Company Common Stock represented by such Certificate. (i) The Paying Agent will invest the Exchange Fund as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Company Common Stock) in direct obligations of, or money market funds substantially all the assets of which are invested in direct obligations of, the United States of America or any agency the obligations of which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments will be paid to the Surviving Corporation, and no interest or other income will be paid or accrued on the Merger Consideration to the holders of Company Common Stock.

Exchange of Certificates. (a) Substantially contemporaneously Prior to the mailing of the Proxy Statement, Parent shall enter into an agreement with a bank or trust company designated by Parent (the "EXCHANGE AGENT"), providing that Parent shall deposit with the Exchange Agent as of the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of the Company Shares, for exchange in accordance with Sections 2.3 and 2.4 and this Section 2.7 through the Exchange Agent, (i) cash in an amount equal to the aggregate amount payable pursuant to Sections 2.3 and 2.5, (ii) certificates representing the shares of Company Parent Common Stock issuable pursuant to Sections 2.3 and 2.5 and (other than Treasury Sharesiii) cash in an amount equal to the aggregate amount required to be paid in lieu of fractional interests of Parent Common Stock pursuant to Section 2.10 (such cash and shares of Parent Common Stock, Cancelled Shares together with any dividends or distributions with respect thereto with a record date after the Effective Time and Dissenting Sharesthe cash referred to in clause (iii) of this Section 2.7 being hereinafter referred to as the "EXCHANGE FUND"). The Exchange Agent shall, for payment pursuant to irrevocable instructions, deliver the cash and the Parent Common Stock contemplated to be issued pursuant to this Article II from the Exchange Fund in accordance with this Article IIIAgreement. Until they are distributed, the funds necessary to pay shares of Parent Common Stock held by the Merger Consideration for each share as to which the Merger Consideration Exchange Agent shall be payabledeemed to be outstanding, but the Exchange Agent shall not vote such shares or exercise any rights of a stockholder with regard thereto. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented representing shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any)a "CERTIFICATE") whose shares were converted into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificate(s) in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior such Certificate(s) for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate(s) shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and cash which such holder has the Consideration right to receive pursuant to the provisions of Sections 2.3 and 2.10, and the Certificate(s) so surrendered shall forthwith be canceled. (c) If any cash or any certificate representing Parent Shares is to be paid to or issued in a name other than that in which a Certificate surrendered in exchange therefor is registered, a certificate representing the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the proper number of shares of Company Parent Common Stock formerly represented by may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such certificate. No interest Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of cash or the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cashis not applicable. Until surrendered as contemplated by this Section 3.3(b)2.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to cash, the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly certificate representing shares of Company Parent Common Stock or cash in accordance with the terms lieu of this Article III shall any fractional shares of Parent Common Stock, as applicable. No interest will be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for or will accrue on any cash theretofore represented by such certificatesso payable. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders If any holder of the certificates formerly representing shares of converted Company Common Stock one year after the Effective Time Shares shall be delivered unable to the Surviving Corporation at surrender such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock holder's Certificates because such Certificates shall have been lost, stolen lost or destroyed, upon the making of such holder may deliver in lieu thereof an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a and indemnity bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it form and substance and with respect surety reasonably satisfactory to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger ConsiderationParent.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco PFS shall cause designate a bank or trust company reasonably acceptable to be deposited SBBX to act as the exchange agent in connection with a paying agent the Merger (the "Paying “Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares”), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) . As soon promptly as practicable after the Effective Time, and using its reasonable best efforts to do so within three but in no event later than five (5) business days thereafter, PFS shall cause the Paying Exchange Agent shall to mail to each holder of an outstanding certificate record of one or certificates that more Old Certificates representing shares of SBBX Common Stock immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Old Certificates shall pass, only upon proper delivery of such certificates the Old Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Old Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger ConsiderationConsideration that such holder shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and any cash in lieu payable in respect of Fractional Share Consideration in accordance with Section 3.1.4, and any dividends or distributions to be paid pursuant to Section 3.2.3. As soon as practicable From and after the Effective Time, each holder upon proper surrender of the Old Certificates (or an outstanding certificate or certificates that immediately prior affidavit of loss in lieu thereof) for exchange and cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a such properly completed letter of transmittaltransmittal duly executed, and acceptance thereof by the Paying Agent, holder of such Old Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing the Merger Consideration or the Nybor Consideration (as appropriate to which such holder of SBBX Common Stock shall have become entitled to receive in accordance with with, and subject to, Section 3.23.1.3, and (ii) multiplied by a check representing the number amount of (A) any cash in lieu of fractional shares that such holder has the right to receive in respect of Company Common Stock formerly represented by the surrendered Old Certificate pursuant to Section 3.1.4 and (B) any dividends or distributions that such certificateholder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.2.3, and the Old Certificate so surrendered shall forthwith be cancelled. No interest shall will be paid or accrue on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 3.2.3. Until each Old Certificate is surrendered as contemplated by this Section 3.2.1, such Old Certificate shall be deemed at all times after the Effective Time to represent only the right to receive, upon surrender, the Merger ConsiderationConsideration (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor, without interest), subject to all applicable withholding of Tax in accordance with Section 3.2.7. The Paying Exchange Agent shall accept such certificates Old Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly If any New Certificate representing shares of Company PFS Common Stock is to be issued in a name other than that have been convertedin which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company proper form for transfer, they and that the person requesting such exchange shall be canceled against delivery pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly the issuance of a New Certificate representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company PFS Common Stock in accordance with any name other than that of the terms registered holder of this Article III the Old Certificate surrendered, or required for any other reason, or shall be deemed establish to have the satisfaction of the Exchange Agent that such Tax has been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesor is not payable. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco CALIPSO shall cause enter into an agreement with, and shall deposit with, Signature Stock Transfer, Inc. or such other agent or agents as may be satisfactory to be deposited with a paying agent CALIPSO and KFI (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco), for the benefit of the holders of shares of Company Common Stock (other than Treasury KFI Shares, Cancelled Shares and Dissenting Shares), for payment exchange through the Exchange Agent in accordance with this Article III, I: (i) certificates representing the funds necessary appropriate number of CALIPSO Shares to pay the Merger Consideration be issued to holders of KFI Shares issuable pursuant to Section 1.6 in exchange for each share as to which the Merger Consideration shall be payableoutstanding KFI Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding KFI Shares (the "Certificates") whose shares of Company Common Stock (other than Treasury were converted into the right to receive CALIPSO Shares and Cancelled Shares, if any), pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco KFI and the Company CALIPSO may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing CALIPSO Shares. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof by any other required documents, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the therefore a certificate representing that number of shares of Company Common Stock formerly represented by whole CALIPSO Shares, which such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into holder has the right to receive cashpursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of KFI Shares which are not registered in the transfer records of KFI, a certificate representing the proper number of CALIPSO Shares may be issued to a transferee if the Certificate representing such certificates are KFI Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required by the Exchange Agent or CALIPSO to evidence and effect such cashtransfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockcertificate representing CALIPSO Shares as contemplated by this Section 1.7. (c) Subject No dividends or other distributions declared or made after the Effective Time with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance CALIPSO Shares with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the Surviving Corporation at such time and holder of any former holders of shares of Company Common Stock prior unsurrendered Certificate with respect to the Merger who have not theretofore complied with this Article III CALIPSO Shares represented thereby until the holder of record of such Certificate shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if anysurrender such Certificate. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (fd) In the event that any certificate formerly representing Company Common Stock Certificate for KFI Shares or CALIPSO Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefore, upon the making of an affidavit of that fact by the person claiming holder thereof such certificate to be lost, stolen or destroyed andCALIPSO Shares and cash in lieu of fractional CALIPSO Shares, if any, as may be required by Surviving Corporationpursuant to this Agreement; provided, however, that CALIPSO or the posting by such person Exchange Agent, may, in its respective discretion, require the delivery of a bond suitable bond, opinion or indemnity. (e) All CALIPSO Shares issued upon the surrender for exchange of KFI Shares in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may accordance with the terms hereof shall be made against it with respect deemed to have been issued in full satisfaction of all rights pertaining to such certificateKFI Shares. There shall be no further registration of transfers on the stock transfer books of KFI of the KFI Shares which were outstanding immediately prior to the Effective Time. If, after the Paying Agent will issue Effective Time, Certificates of KFI are presented to CALIPSO for any reason, they shall be canceled and exchanged as provided in exchange for such lostthis Article I. (f) No fractional CALIPSO Shares shall be issued in the Merger, stolen but in lieu thereof each holder of KFI Shares otherwise entitled to a fractional CALIPSO Share shall, upon surrender of its, his or destroyed certificate her Certificate or Certificates, be entitled to receive an additional share to round up to the Merger Considerationnearest round number of shares.

Exchange of Certificates. (a) Substantially contemporaneously with Parent shall authorize Harr▇▇ ▇▇▇st and Savings Bank, or such other firm as is reasonably acceptable to YieldUP, to serve as exchange agent hereunder (the "Exchange Agent"). Promptly after the Effective Time, Mergerco Parent shall deposit or shall cause to be deposited in trust with a paying agent (the "Paying Agent") Exchange Agent certificates representing the number of whole shares of Parent Common Stock to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of which the holders of YieldUP Common Stock are entitled pursuant to this Article II, together with cash sufficient to cover the aggregate Cash Consideration to be paid to holders of YieldUP Common Stock and to pay for fractional shares then known to Parent (such cash amounts and certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Parent, deliver the number of shares of Company Parent Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), pay the amounts of cash provided for payment in accordance with this Article IIIII out of the Exchange Fund. Additional amounts of cash, if any, needed from time to time by the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration Exchange Agent shall be payableprovided by Parent and shall become part of the Exchange Fund. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by Parent and YieldUP prior to the Effective Time. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail and otherwise make available to each holder recordholder of an outstanding certificate or certificates that immediately prior the YieldUP Common Stock (except with respect to Dissenting Shares and shares held by Parent, Sub, and YieldUP) who, as of the Effective Time represented shares was a holder of Company Common Stock (other than Treasury Shares and Cancelled Sharesa Certificate, if any), (i) a letter of transmittal (which shall specify that delivery satisfactory in form and substance to Parent) and instructions for its use in effecting the surrender of the Certificate for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to such certificates the Certificate shall pass, only upon proper delivery of such certificates the Certificate to the Paying Exchange Agent and the letter of transmittal shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Considerationso reflect. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon Upon surrender to the Paying Exchange Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.Certificate,

Exchange of Certificates. (a) Substantially contemporaneously with the Effective Time, Mergerco Mergeco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent DirectorSpecial Committee) and MergercoMergeco (the "Paying Agent"), for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Converted Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent shall mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares, Converted Shares and Cancelled Dissenting Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco Mergeco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Merger Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b3.4(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 3.4 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of MergercoMergeco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Dakota shall cause enter into an agreement with, and shall deposit with, Sperry Young & Stoecklein, or such othe▇ ▇▇▇▇▇ ▇▇ agents as may be satisfactory to be deposited with a paying agent Dakota and Voyager (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco'), for the benefit of the holders of shares of Company Common Stock (other than Treasury Voyager Shares, Cancelled Shares and Dissenting Shares), for payment exchange through the Exchange Agent in accordance with this Article III, I: (i) certificates representing the funds necessary appropriate number of Dakota Series A Preferred Shares to pay the Merger Consideration be issued to holders of Voyager Shares issuable pursuant to Section 1.6 in exchange for each share as to which the Merger Consideration shall be payableoutstanding Voyager Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Voyager Shares (the "Certificates") whose shares of Company Common Stock (other than Treasury were converted into the right to receive Dakota Shares and Cancelled Shares, if any), pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco Voyager and the Company Dakota may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing Dakota Series A Preferred Shares. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, duly executed, and acceptance thereof by any other required documents, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the a certificate representing that number of shares of Company Common Stock formerly represented by whole Dakota Series A Preferred Shares and, if applicable, a check representing the cash consideration to which such certificate. No interest shall holder may be paid or accrue entitled on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records account of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been convertedCash Fund, in whole or in part, pursuant to this Agreement, into which such holder has the right to receive cashpursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Voyager Shares which are not registered in the transfer records of Voyager, a certificate representing the proper number of Dakota Series A Preferred Shares may be issued to a transferee if the Certificate representing such certificates are Voyager Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required by the Exchange Agent or Dakota to evidence and effect such cashtransfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockcertificate representing Dakota Series A Preferred Shares as contemplated by this Section 1.8. (c) Subject No dividends or other distributions declared or made after the Effective Time with respect to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance Dakota Series A Preferred Shares with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year a record date after the Effective Time shall be delivered paid to the Surviving Corporation at such time and holder of any former holders of shares of Company Common Stock prior unsurrendered Certificate with respect to the Merger who have not theretofore complied with this Article III Dakota Series A Preferred Shares represented thereby until the holder of record of such Certificate shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if anysurrender such Certificate. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (fd) In the event that any certificate formerly representing Company Common Stock Certificate for Voyager Shares or Dakota Series A Preferred Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the person claiming holder thereof such certificate to be lost, stolen or destroyed andDakota Series A Preferred Shares and cash in lieu of fractional Dakota Series A Preferred Shares, if any, as may be required by Surviving Corporationpursuant to this Agreement; provided, however, that Dakota or the posting by such person Exchange Agent, may, in its respective discretion, require the delivery of a bond suitable bond, opinion or indemnity. (e) All Dakota Series A Preferred Shares issued upon the surrender for exchange of Voyager Shares in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may accordance with the terms hereof shall be made against it with respect deemed to have been issued in full satisfaction of all rights pertaining to such certificateVoyager Shares. There shall be no further registration of transfers on the stock transfer books of either of Voyager or Dakota of the Voyager Shares or Dakota Series A Preferred Shares which were outstanding immediately prior to the Effective Time. If, after the Paying Agent will issue Effective Time, Certificates are presented to Dakota for any reason, they shall be canceled and exchanged as provided in exchange for such lostthis Article I. (f) No fractional Dakota Series A Preferred Shares shall be issued in the Merger, stolen but in lieu thereof each holder of Voyager Shares otherwise entitled to a fractional Dakota Share shall, upon surrender of its, his or destroyed certificate her Certificate or Certificates, be entitled to receive an additional share to round up to the Merger Considerationnearest round number of shares in lieu of any cash payment, at the option of Dakota.

Exchange of Certificates. (a) Substantially contemporaneously with the Effective TimeGold, Mergerco on behalf of Sub, shall cause make available to be deposited with a paying agent Exchange National Bank and/or to Advest, Inc., which are hereby designated as exchange agents (the "Paying AgentExchange Agents") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable. (b) As soon as practicable at and after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Agent such number of shares of Gold Common Stock as shall mail to each holder of an outstanding certificate or certificates that immediately prior be issuable to the Effective Time represented shares holders of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Considerationaccordance with Section 2.2 hereof. As soon as practicable after the Effective TimeClosing Date, Gold, on behalf of the Exchange Agents, shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Closing Date represented outstanding shares of Company Common Stock (i) a form letter of transmittal and (ii) instructions for effecting the surrender of certificates of Company Common Stock for exchange into certificates of Gold Common Stock. The Gold Common Stock into which the Company Common Stock is being converted in accordance with Section 2.2(b) hereof may be delivered to a brokerage account established at Advest, Inc. for each shareholder of the Company; provided, however, that definitive stock certificates for shares of Gold Common Stock will be issued by the Exchange Agents and delivered to each Company shareholder that requests such certificates. (b) Notwithstanding any other provision herein, no fractional shares of Gold Common Stock and no certificates or script therefor or other evidence of ownership thereof will be issued. All fractional shares of Gold Common Stock to which a holder of Company Common Stock would otherwise be entitled to under Section 2.2 hereof shall be aggregated. If a fractional share results from such aggregation, such shareholder shall be entitled, after the Effective Time represented and upon the surrender of such shareholder's certificate or certificates representing shares of Company Common Stock, upon surrender to receive from the Exchange Agent an amount in cash in lieu of such fractional share equal to the Paying Agent product of such certificate or certificates, together with a properly completed letter fraction and the average of transmittal, and acceptance thereof the closing sales price of Gold Common Stock as reported by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number National Association of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue Securities Dealers Automated Quotation National Marketing System on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records each of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant ten consecutive trading days immediately preceding the third trading day prior to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange FundGold Stock Price") that remains undistributed ). Gold, on behalf of Sub, shall make available to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered Exchange Agent, as required from time to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cashtime, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawnecessary for this purpose. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with As of the Effective Time, Mergerco Parent shall cause make available to be deposited with a paying agent American Stock Transfer & Trust Company (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco), for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article III1, through the funds necessary Exchange Agent: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to pay Section 1.8 in exchange for outstanding Shares and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock pursuant to Section 1.9(f) (such shares of Parent Common Stock and such cash are hereinafter referred to as the Merger Consideration for each share as to which the Merger Consideration shall be payable"Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive shares of Company Parent Common Stock (other than Treasury Shares and Cancelled Shares, if any), pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing shares of the Merger ConsiderationParent Common Stock. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented Exchange Agent or to such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate other agent or certificatesagents as may be appointed by Parent and Acquisition, together with a properly completed such letter of transmittal, and acceptance thereof by duly executed, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the Consideration or cash consideration to which such holder may be entitled pursuant to Section 1.9(f) on account of a fractional share of Parent Common Stock, which such holder has the Nybor Consideration (as appropriate right to receive pursuant to the provisions of this Article 1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in accordance with Section 3.2) multiplied by the transfer records of the Company, a certificate representing the proper number of shares of Company Parent Common Stock formerly represented by may be issued to a transferee if the Certificate representing such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are Shares is presented to the Company for transferExchange Agent, they shall be canceled against delivery of accompanied by all documents required to evidence and effect such cashtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.9, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly certificate representing shares of Company Parent Common Stock and cash in accordance with the terms lieu of this Article III shall be deemed to have been paid in full satisfaction any fractional shares of all rights pertaining to the shares exchanged for cash theretofore represented Parent Common Stock as contemplated by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any1. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Mergerco Acquiror shall cause deposit with the Exchange Agent the shares of Acquiror Common Stock to be deposited with a paying agent issued in the Merger, which shares (collectively, the "Paying AgentMerger Stock") shall be deemed to be jointly selected by issued at the Company (acting through Effective Time. At and following the Independent Director) and MergercoEffective Time, for the benefit Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of the holders cash in lieu of fractional shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payableSection 1.06 hereof. (b) As soon as practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each person who was, at the Effective Time, a holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented shares of evidenced Outstanding Company Common Stock (collectively, the "Certificates"), other than Treasury Shares and Cancelled Sharesthe Company, if any)Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate in exchange for payment of the Merger Consideration. As soon as practicable after I-7 (c) After the Effective Time, each holder outstanding Certificate which theretofore represented shares of an outstanding certificate or certificates that immediately Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there were represented thereby) shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been so converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any cash Merger Stock deposited with the Paying Exchange Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to unclaimed by the holders former stockholders of the certificates formerly representing shares of Company Common Stock one year after six months following the Effective Time shall be delivered to the Surviving Corporation at such time Corporation, upon demand, and any former holders stockholders of shares of the Company Common Stock prior to the Merger who have not theretofore then complied with this Article III the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment the exchange of their claim for cash, if anyCertificates. (e) None of MergercoEffective upon the Closing Date, the stock transfer books of the Company or the Paying Agent shall be liable to any person in respect closed, and there shall be no further registration of any cash from transfers of shares of Company Stock thereafter on the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawrecords of the Company. (f) In All Merger Stock issued upon conversion of shares of Company Stock in accordance with the event any certificate formerly representing Company Common Stock terms hereof shall be deemed to have been lost, stolen or destroyed, upon the making issued in full satisfaction of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect all rights pertaining to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationshares of Company Stock.

Exchange of Certificates. (a) Substantially contemporaneously with On or prior to the Closing Date, Parent shall select The Bank of New York, N.A. to act as exchange agent in the Merger (the "EXCHANGE AGENT"). Immediately prior to the Effective Time, Mergerco Parent shall cause to be deposited deposit with a paying agent the Exchange Agent in trust (pending the "Paying Agent"Effective Time) to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of Company Stock Certificates immediately available funds in an amount not less than the amount necessary to make the payments for the shares of the Company Common Stock contemplated by Section 1.5(a)(ii) (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article IIIsuch amount, the funds necessary to pay the Merger Consideration for each share as to which the Merger Consideration shall be payable"EXCHANGE FUND"). (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall will mail to each holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented shares record holders of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to such certificates Company Stock Certificates shall pass, only upon delivery of such certificates Company Stock Certificates to the Paying Agent and shall be in such form and have such other provisions as Mergerco and the Company may reasonably specify) Exchange Agent), and (ii) instructions for use in effecting the surrender of each certificate Company Stock Certificates in exchange for payment the aggregate Price Per Share relating thereto. Upon surrender of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that immediately prior a Company Stock Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Exchange Agent of such certificate or certificatesfor exchange, together with a properly completed duly executed letter of transmittal, transmittal and acceptance thereof such other documents as may be reasonably required by the Paying AgentExchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash, without interest, equal to the Consideration or aggregate Price Per Share relating thereto, and (2) the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest Certificate so surrendered shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cashcanceled. Until surrendered as contemplated by this Section 3.3(b)1.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration for each such share of aggregate Price Per Share relating thereto as contemplated by Section 1.5(a)(ii). If any Company Common Stock. (c) Subject to the provisions of the DGCL, all cash paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificates. (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year after the Effective Time shall be delivered to the Surviving Corporation at such time and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash, if any. (e) None of Mergerco, the Company or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making payment of an affidavit the aggregate Price Per Share relating thereto, require the owner of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such reasonable amount sum as Surviving Corporation Parent may direct reasonably direct) as indemnity against any claim that may be made against it the Exchange Agent, Parent or the Surviving Corporation with respect to such certificate, Company Stock Certificate. (c) Any portion of the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger Considerationbecomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for the aggregate Price Per Share relating thereto. (d) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of any Legal Requirement. To the extent such amounts are so deducted or withheld, 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. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any portion of the Exchange Fund delivered to any Governmental Body pursuant to any applicable Legal Requirement.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective TimeTime Parent shall deliver to its transfer agent, Mergerco shall cause or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to be deposited with a paying agent the Company (the "Paying AgentEXCHANGE AGENT") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article III, the funds necessary 1 an amount of cash equal to pay the Merger Consideration multiplied by the number of Shares outstanding as of the Effective Time, other than the Shares referred to in Section 1.8(c) (such cash is hereinafter referred to as the "EXCHANGE FUND"), to be exchanged for each share as to which the Merger Consideration shall be payableoutstanding Shares. (b) As soon as practicable Promptly after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") and whose shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), were converted into the right to receive Merger Consideration pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to such certificates the Certificates shall pass, pass only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco Parent and the Company may reasonably specifyspecify prior to Closing) and (ii) customary instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after Upon surrender of a Certificate for cancellation to the Effective TimeExchange Agent together with such letter of transmittal duly executed, each the holder of an outstanding certificate or certificates that immediately prior to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificates, together with a properly completed letter of transmittal, and acceptance thereof by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the Merger Consideration or to which such holder is entitled. In the Nybor Consideration (as appropriate event of a transfer of ownership of Shares that is not registered in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly Company, Merger Consideration may be issued to a transferee if the Certificate representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required to evidence and effect such cashtransfer and by evidence sufficient to show that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)1.9, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stockas contemplated by this Section 1.9. (c) Subject If any Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that Parent or the provisions Exchange Agent may, in its discretion, require the delivery of the DGCL, all cash a suitable bond or indemnity against any claim that may be made against it with respect to such certificate. (d) Merger Consideration paid upon the surrender for exchange of certificates formerly representing shares of Company Common Stock Shares in accordance with the terms of this Article III hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares. From the shares Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged for cash theretofore represented by such certificatesas provided in this Article 1. (de) Any cash deposited with portion of the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") Fund that remains undistributed to the holders former shareholders of the certificates formerly representing shares of Company Common Stock upon the one year after anniversary the Effective Time shall be delivered to the Surviving Corporation at such time Parent upon demand, and any former holders shareholders of shares of the Company Common Stock prior to the Merger who have not theretofore complied with this Article III 1 shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof Parent for payment of their claim for cash, if anyMerger Consideration. (ef) None The Exchange Agent shall invest the cash included in the Exchange Fund, as so directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent upon the termination of Mergerco, the Exchange Fund pursuant to Section 1.9(e). (g) Neither Parent nor the Company or the Paying Agent shall be liable to any person in respect holder of any cash Shares for Merger Consideration from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.

Exchange of Certificates. (a) Substantially contemporaneously with Prior to the Effective Time, Mergerco Parent shall cause designate a commercial bank, trust company or other financial institution, which may include Parent's stock transfer agent, to be deposited with a paying act as exchange agent (the "Paying AgentEXCHANGE AGENT") in the Merger. (b) Promptly after the Effective Time, Parent shall make available to be jointly selected by the Company (acting through the Independent Director) and Mergerco, Exchange Agent for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article IIIII, (i) the funds necessary aggregate number of shares of Parent Common Stock issuable pursuant to pay Section 2.1 in exchange for outstanding shares of Company Common Stock, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 2.1(f) (the Merger Consideration for each share as to which the Merger Consideration shall be payable"EXCHANGE FUND"). (bc) As soon as practicable Promptly, and in any event no later than ten business days after the Effective Time, and using its reasonable best efforts the Parent shall cause to do so within three business days thereafter, the Paying Agent shall mail be mailed to each holder of an outstanding record of a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), or (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Paying Agent Exchange Agent, and shall be in such form and have such other provisions as Mergerco and the Company Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment certificates representing shares of the Merger ConsiderationParent Common Stock (and cash in lieu of fractional shares). As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, duly completed and acceptance thereof by validly executed, and such other documents as may be reasonably required pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the Consideration or the Nybor Consideration (as appropriate number of whole shares of Parent Common Stock, plus cash lieu of fractional shares in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by 2.1(f), to which such certificate. No interest shall be paid or accrue on the Merger Consideration. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, holder is entitled pursuant to this Agreement, into the right to receive cashSection 2.1, and if such certificates are presented to the Company for transfer, they Certificate so surrendered shall forthwith be canceled against delivery of such cashcanceled. Until surrendered as contemplated by this Section 3.3(b)2.4, each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after Certificate that, prior to the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common Stock. (c) Subject to the provisions of the DGCLTime, all cash paid upon the surrender for exchange of certificates formerly representing represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesSection 2.1(f). (d) Any cash deposited with the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be delivered paid to the Surviving Corporation at such time and any former holders record holder of the certificates representing whole shares of Company Parent Common Stock prior issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment such whole shares of their claim for cash, if anyParent Common Stock. (e) None of MergercoParent, the Company Surviving Corporation or the Paying Exchange Agent shall be liable to any person in respect holder of shares of Company Common Stock for any cash from the Exchange Fund amount properly delivered to a public office pursuant to official in compliance with any applicable abandoned property, escheat or similar law. (f) In At the event any certificate formerly representing Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided in this Agreement or by law. (g) Subject to any applicable escheat or similar laws, any portion of the Exchange Fund that remains unclaimed by the former stockholders of the Company for one year after the Effective Time shall be delivered by the Exchange Agent to Parent, upon demand of Parent, and any former stockholders of the Company shall thereafter look only to Parent for satisfaction of their claim for certificates representing shares of Parent Common Stock in exchange for their shares of Company Common Stock pursuant to the terms of Section 2.1 hereof. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact fact, in form and substance acceptable to the Exchange Agent, by the person claiming such certificate Certificate to be lost, stolen or destroyed anddestroyed, if required by Surviving Corporation, and complying with such other conditions as the Exchange Agent may reasonably impose (including the execution of an indemnification undertaking or the posting by such person of a an indemnity bond or other surety in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it favor of the Exchange Agent and Parent with respect to such certificate, the Paying Agent will issue in exchange for such Certificate alleged to be lost, stolen or destroyed certificate destroyed), the Merger ConsiderationExchange Agent will deliver to such person, such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to Section 2.1.

Exchange of Certificates. (a) Substantially contemporaneously Following the Effective Time in a timely manner so that the Exchange Agent can promptly honor the Cash Elections and Stock Elections made and delivered to the Exchange Agent, Parent shall make available to the Exchange Agent: (i) cash to fund payment to holders who made a Cash Election and (ii) certificates representing Parent Shares to be exchanged for certificates representing shares of Common Stock held by holders who made a Stock Election, with the Effective Time, Mergerco shall cause to be deposited with a paying agent (the "Paying Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco, for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment in accordance with this Article III, the funds necessary to pay aggregate thereof constituting the Merger Consideration for each share as to which the Merger Consideration shall be payableConsideration. (b) As soon as practicable after of or promptly following the Effective Time, Time and using its reasonable best efforts to do so within three business days thereafterthe final determination of the Cash Proration Factor, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each holder of an outstanding certificate record of a Certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any)Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon proper delivery of such certificates the Certificates to the Paying Exchange Agent and which shall be in such the form and have such other provisions as Mergerco and the Company Parent may reasonably specify) and (ii) instructions instruc tions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder of an outstanding (A) a certificate or certificates representing that immediately prior number of whole Parent Shares if any, into which the number of shares of Common Stock previously represented by such Certificate or Certificates shall have been converted pursuant to Section 2.2 and (B) the amount of cash, if any, into which all or a portion of the number of shares of Common Stock previously represented by such Certificate or Certificates shall have been converted pursuant to Section 2.2 (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a letter of transmittal properly completed letter of transmittaland validly executed in accordance with the instructions thereto, and acceptance thereof by such other documents as may be reasonably required pursuant to such instruc tions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number for each share of shares of Company Common Stock formerly represented by such certificate. No interest Certificate, and the Certificate so surrendered shall be paid or accrue on the Merger Considerationforthwith cancelled. The Paying Exchange Agent shall promptly accept such certificates Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. After the Effective Time, there No interest shall be no further transfer accrue on the records of the Company or its transfer agent of certificates formerly representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of such cash. Until surrendered as contemplated by this Section 3.3(b), each certificate formerly representing shares of such Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (or the cash payable as described in Section 2.5(c) and (d) below) payable upon the surrender of the Certificates for each such share the benefit of, or be paid to, the holders of Company Common Stockthe Certificates. (c) No dividends or other distributions with respect to Parent Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Shares represented thereby by reason of the conversion of shares of Common Stock pursuant to Sections 2.2, 2.3 and 2.4 and no cash payment in lieu of fractional Parent Shares shall be paid to any such holder pursuant to Section 2.5(d) until such Certificate is surrendered in accordance with this Article II. Subject to the provisions effect of the DGCLapplicable Laws (as defined in Section 4.5(a)), all cash paid upon the following surrender for exchange of certificates formerly representing shares of Company Common Stock in accordance with the terms of this Article III any such Certificate, there shall be deemed to have been paid in full satisfaction of all rights pertaining paid, without interest, to the shares exchanged for Person in whose name the Parent Shares representing such securities are registered (i) at the time of such surrender, the amount of any cash payable in lieu of fractional Parent Shares to which such holder is entitled pursuant to Section 2.5(d) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore represented by paid with respect to Parent Shares issued upon conversion of Common Stock, and (ii) at the appropriate payment date or as promptly as practicable thereafter, the proportionate amount of dividends or other distributions, with (x) a record date with respect thereto after the Effective Time, but prior to such certificatessurrender, and (y) a payment date subsequent to such surrender, payable with respect to such Parent Shares. (d) Notwithstanding any other provision hereof, no fraction of a Parent Share will be issued and no dividend or other distribution, stock split or interest with respect to Parent Shares shall relate to any fractional Parent Share, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the Parent Shares. In lieu of any such fractional security, each holder of shares of Common Stock otherwise entitled to a fraction of a Parent Share in accordance with the provisions of this Section 2.5 will be entitled to receive from the Exchange Agent a cash payment in an amount equal to the product of (i) such fractional part of a Parent Share multiplied by (ii) the closing price for a Parent Share on the NYSE Composite Tape on the date of the Effective Time or, if such date is not a business day, the business day immediately following the date on which the Effective Time occurs. (e) Any cash portion of the Merger Consideration deposited with the Paying Exchange Agent pursuant to this Section 3.3 2.5 (the "Exchange Fund") that which remains undistributed to the holders of the certificates formerly representing shares of Company Common Stock one year Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation at such time Parent or its designee, upon demand, and any former holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article III II shall thereafter look only to the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim, as general creditors thereof, only to Parent for their claim for (i) cash, if any, (ii) Parent Shares, if any, (iii) any cash without interest, to be paid, in lieu of any fractional Parent Shares and (iv) any dividends or other distributions with respect to Parent Shares to which such holders may be entitled in accordance with the provisions of this Section 2.5. (ef) None of MergercoParent, Acquisition Sub, the Company or the Paying Exchange Agent shall be liable to any person Person in respect of any Parent Shares or cash from held in the Exchange Fund (and any cash, dividends and other distributions payable in respect thereof) delivered to a public office official pursuant to any applicable abandoned property, escheat or similar lawLaw. (fg) In At Parent's sole discretion, the event Exchange Agent shall invest any certificate formerly representing Company Common Stock cash included in the Exchange Fund. Any interest and other income resulting from such investments shall have been lost, stolen be paid to Parent or destroyed, upon its designee. Nothing contained in this Section 2.5(g) shall relieve Parent or the Exchange Agent from making of an affidavit of that fact the payments required by the person claiming such certificate this Article II to be lost, stolen or destroyed and, if required by Surviving Corporation, made to the posting by such person holders of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Considerationshares of Common Stock.

Exchange of Certificates. (a) Substantially contemporaneously with As of the Effective Time, Mergerco Parent shall cause to deposit with Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, LLC, or such other agent or agents as may be deposited with a paying agent appointed by Parent and Acquisition (the "Paying Exchange Agent") to be jointly selected by the Company (acting through the Independent Director) and Mergerco), for the benefit of the holders of shares of Company Common Stock (other than Treasury Shares, Cancelled Shares and Dissenting Shares), for payment exchange in accordance with this Article III2, through the funds necessary Exchange Agent an amount of cash equal to pay the aggregate Merger Consideration payable pursuant to Section 2.6 (such amount of cash is hereinafter referred to as the "Exchange Fund"), in exchange for each share as to which the Merger Consideration shall be payableoutstanding Shares. (b) As soon as reasonably practicable after the Effective Time, and using its reasonable best efforts to do so within three business days thereafter, the Paying Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose shares of Company Common Stock (other than Treasury Shares and Cancelled Shares, if any), were converted into the right to receive Merger Consideration pursuant to Section 2.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificates the Certificates shall pass, only upon delivery of such certificates the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Mergerco Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of each certificate the Certificates in exchange for payment of the Merger Consideration. As soon as practicable after the Effective Time, each holder Upon surrender of an outstanding certificate or certificates that immediately prior a Certificate to the Effective Time represented such shares of Company Common Stock, upon surrender to the Paying Agent of such certificate or certificatesExchange Agent, together with a properly completed such letter of transmittal, and acceptance thereof by duly executed, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the Consideration or the Nybor Consideration (as appropriate in accordance with Section 3.2) multiplied by the number of shares of Company Common Stock formerly represented by such certificate. No interest shall be paid or accrue on a check representing the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as In the Paying Agent may impose to effect an orderly exchange thereof event of a transfer of ownership of Shares that is not registered in accordance with customary exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent Company, a check representing the proper amount of certificates formerly Merger Consideration may be issued to a transferee if the Certificate representing shares of Company Common Stock that have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are Shares is presented to the Company for transfer, they shall be canceled against delivery of Exchange Agent accompanied by all documents required to evidence and effect such cashtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3(b)2.7, each certificate formerly representing shares of such Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each such share of Company Common StockConsideration. (c) Subject to In the provisions of event that any Certificate for Shares shall have been lost, stolen or destroyed, the DGCLExchange Agent shall issue in exchange therefor, all cash paid upon the surrender for exchange making of certificates formerly representing shares an affidavit of Company Common Stock that fact by the holder thereof, the Merger Consideration, as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent, may, in accordance with its discretion, require the terms delivery of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares exchanged for cash theretofore represented by such certificatesa suitable bond and/or indemnity. (d) Any cash deposited with portion of the Paying Agent pursuant to this Section 3.3 (the "Exchange Fund") that Fund which remains undistributed to the holders shareholders of the certificates formerly representing shares of Company Common Stock one year for six months after the Effective Time shall be delivered to the Surviving Corporation at such time Parent, upon demand, and any former holders shareholders of shares of the Company Common Stock prior to the Merger who have not theretofore complied with this Article III 2 shall thereafter look only to the Surviving Corporation and only Parent as general unsecured creditors thereof for payment of their claim claims for cash, if anyMerger Consideration. (e) None of Mergerco, Neither Parent nor the Company or the Paying Agent shall be liable to any person in respect holder of any Shares for amount of cash from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any certificate formerly representing Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration.