Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Upon surrender to the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon surrender Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the "Paying Agent") in effecting the payment of the Merger Consideration ------------ upon surrender of certificates (the "Certificates") that, prior to the ------------ Effective Time, represented Shares. Upon the surrender of each such Certificate formerly representing the New Century Shares (collectivelyShares, together with a properly completed letter of transmittal, the "New Century Certificates")Paying Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of Shares formerly represented by such Certificate, 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 Sub or the Company, or any direct or indirect subsidiary thereof) shall represent solely the right to receive the Merger Consideration. No interest shall be paid or accrue to the holders of such New Century Certificates shall each Shares in respect of the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be entitled delivered to receive any person other than the person in whose name the Certificate formerly representing Shares surrendered in exchange therefor one is registered, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or more certificates representing otherwise be in proper form for transfer and that the number of shares of Company Shares to which person requesting such holder is entitled pursuant exchange shall pay to the provisions Paying Agent any transfer or other Taxes required by reason of Section 1.4(b) hereofthe payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (b) Each New Century Certificate converted into Company Shares shallParent or Acquisition Sub shall deposit, by virtue of the Merger and without any action on the part of the holder thereof, cease or cause to be outstandingdeposited on a timely basis, be cancelled as and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except when the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, Paying Agent requires after the Effective Time, New Century Certificates are presented for any reason, they in trust with the Paying Agent the Merger Consideration to which holders of Shares shall be cancelled and exchanged as entitled at the Effective Time pursuant to Section 2.7(a) hereof, provided in this that no such deposit shall relieve Parent -------- of its obligation to pay the Merger Consideration pursuant to Section 1.6.2.7(a). Subject to Section 3.2(c) and

Exchange of Certificates. (a) Upon surrender to the Company Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the certificates representing the New Century Shares (collectivelyinstructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates a certificate representing the that number of whole shares of Parent Common Stock which such holder's shares of Company Shares Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of Section 1.4(b) hereof. (b) Each New Century Certificate converted into a transfer of ownership of shares of Company Shares shall, by virtue Common Stock which is not registered in the transfer records of the Merger Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and without any action on dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the part Certificate representing such shares of Company Common Stock is presented to the holder thereofExchange Agent, cease accompanied by all documents required to be outstanding, be cancelled evidence and retired effect such transfer and cease to existby evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6(b)2.4, each holder of New Century Shares Certificate shall thereafter cease be deemed at all times after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder Common Stock formerly represented thereby have been converted, cash in lieu of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender fractional shares of an New Century Certificate, there shall be paid Parent Common Stock to which such holder the amount of dividends, if any, is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which theretofore became payable, but which were not paid by reason of the foregoing, with respect such holder is entitled pursuant to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliverySection 2.4(d). (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon surrender Simultaneously herewith, each Shareholder is delivering to Parent the Company of the certificate or certificates representing the New Century Shares its shares of Company Common Stock (collectivelyeach, the a "New Century CertificatesCertificate"), the holders of ) in form sufficient for transfer and cancellation pursuant hereto. Each Shareholder surrendering such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the therefor, without any further payment of consideration by such Shareholder, (i) a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Shares Common Stock formerly evidenced by such Certificate (after taking into account all shares of Company Common Stock then held of record by such holder) and (ii) a check representing the amount of cash in lieu of fractional shares of Parent Common Stock, if any, and unpaid dividends or other distributions, if any, to which such holder is entitled pursuant to the provisions of this Section 1.4(b) hereof2.03, after giving effect to any applicable withholding tax, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to the Shareholders. (b) Each New Century Certificate converted into Company Shares shallNo certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, by virtue of and such fractional share interests will not entitle the Merger and without any action on the part of the holder thereof, cease owner thereof to be outstanding, be cancelled and retired and cease vote or to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of a shareholder of Parent. Each holder of shares of Company Shares as provided Common Stock who would otherwise have been entitled to receive in the Merger a fraction of a share of Parent Common Stock (after taking into account all certificates surrendered by Section 1.4(bsuch holder) hereofshall be entitled to receive, in lieu thereof, a check in an amount (without interest) equal to such fractional part of a share of Parent Common Stock multiplied by the Average Price. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, Promptly after the Effective Time, New Century Certificates are presented for any reasonthe Surviving Corporation shall issue to Parent a certificate representing One Hundred (100) shares of the common stock of the Surviving Corporation, they and Parent shall cause the certificate representing the shares of the capital stock of Acquisition to be cancelled and exchanged as provided in this Section 1.6canceled.

Exchange of Certificates. (a) Upon surrender Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Company Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the New Century Shares 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 (collectivelywhich shall be subject to the reasonable approval of Safety Fund) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing (x) a certificate for the number of whole shares of Company Shares Buyer Common Stock to which such holder is of Safety Fund Common Stock shall have become entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b2.8 and (y) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder a check representing the amount of dividendscash in lieu of the fractional shares, if any, which theretofore became payablesuch holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, but which were not paid and the Certificates so surrendered shall forthwith be cancelled. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by reason the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of the foregoing, a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the number Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration 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 Company Shares issued upon Buyer Common Stock until Buyer has received the written agreement of such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryperson contemplated by Section 7.3 hereof. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon surrender On or prior to the Closing Date, Parent shall appoint ▇▇▇▇▇ Fargo Shareowner Services or another institution reasonably satisfactory to the Company to act as Payment Agent in the Merger (the “Payment Agent”). Promptly after the Effective Time, Parent shall cause to be deposited with the Payment Agent for the benefit of the certificates representing the New Century Shares (collectivelyholders of Company Common Stock, subject to Sections 1.5(c) and 1.8, the "New Century Certificates"cash consideration payable pursuant to Section 1.5. The cash amount so deposited with the Payment Agent is referred to the “Payment Fund.” (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Payment Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for Merger Consideration. Upon surrender of a Company Stock Certificate to the Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Payment Agent or Parent: (A) subject to Section 1.5(c), the holders holder of such New Century Certificates Company Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which Merger Consideration that such holder is entitled has the right to receive pursuant to the provisions of Section 1.4(b1.5; and (B) hereof. (b) Each New Century the Company Stock Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to so surrendered shall be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b1.7(b), each holder Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of New Century Shares shall thereafter cease any Merger Consideration with respect to possess the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in customary amount) as indemnity against any rights claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofStock Certificate. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason Any portion of the foregoing, with respect Payment Fund that remains undistributed to the number of shares holders of Company Shares issued upon such surrender. Subject to Stock Certificates as of the effect, if any, first anniversary of applicable escheat and other laws, following surrender of any New Century Certificate, there the Effective Time shall be delivered to the holder entitled theretoParent upon demand, without interest, the amount and any holders of dividends so withheld as 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 any date subsequent to the Effective Date and prior to such date of deliverytheir claims for Merger Consideration. (d) All Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any holder or former holder of Company Shares Common Stock or Company Equity Award such amounts as may be required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable 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 Merger Consideration delivered to the New Century Shareholders in respect any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.” 2.9 Amendment to Sections 2.23 and 3.4 of the New Century Shares in accordance Merger Agreement. Section 3.4 of the Merger Agreement and the final paragraph of Section 2.23 of the Merger Agreement shall each be amended by replacing the words “(as they relate to the Form S-4 Registration Statement and the Prospectus/Proxy Statement)” with the terms of this Agreement shall be deemed words “(as they relate to have been delivered in full satisfaction of all rights pertaining the Proxy Statement)”. 2.10 Amendment to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.2.24

Exchange of Certificates. (a) Upon surrender At or as soon as practicable after the Effective Time, Parent will send to the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such New Century provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates a certificate representing the number of shares of Company Shares to which Parent Common Stock that such holder is entitled has the right to receive pursuant to the provisions of this Section 1.4(b) hereof. (b) Each New Century 1, and the Company Stock Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to so surrendered shall be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b)1.7, each holder of New Century Shares Company Stock Certificate shall thereafter cease be deemed, from and after the Effective Time, to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of a certificate representing shares of Parent Common Stock as contemplated by this Section 1. If any Company Shares Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as provided by Section 1.4(b) hereofa condition precedent to the payment of 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) No dividends on or other distributions declared or made with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Parent Common Stock represented thereby, until such holder surrenders such Company Shares issued upon Stock Certificate in accordance with this Section 1.7 (at which time such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there holder shall be delivered 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 holder entitled theretoMerger, without interest, the amount of dividends so withheld as of and no certificates for any date subsequent to the Effective Date and prior to such date of deliveryfractional shares shall be issued. (d) All Parent and the Surviving Corporation 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 Shares pursuant to this Agreement such amounts as Parent or the Surviving Corporation 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 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 capital stock of the Company for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed any public official pursuant to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Ifany applicable abandoned property, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6escheat or similar law.

Exchange of Certificates. (a) Upon surrender 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, each certificate representing issued and outstanding shares of Company Common Stock (each, 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 expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the Company extent 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, less $1,135,000 which shall be placed in escrow to partially secure the obligations pursuant to Article XII hereof (the “Cash Escrow”). Until surrendered in connection herewith, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the certificates representing amount of cash and Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the New Century Shares (collectivelyPBCL, have no other rights. Subject to appraisal rights under the "New Century Certificates")PBCL, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the amount of cash and into which such shares of Common Stock have been converted. (b) If any cash is to receive be paid in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the payment of such cash that (i) the Certificate(s) so surrendered shall be transferable, and shall be properly assigned, endorsed or more certificates representing accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper, and (iii) the number person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the 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 Shares Common Stock for cash paid to which such holder is entitled pursuant to the provisions of Section 1.4(b1.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the cash issuable in exchange therefor pursuant to the holder 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 unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, made against Parent with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) Upon At the Closing, or as soon as practicable ------------------------ thereafter, the TARGET Stockholders shall surrender to the Company their certificate(s), duly endorsed, for cancellation as of the certificates representing Effective Time. On the New Century Shares (collectivelyClosing Date or as soon as practicable thereafter, the "New Century Certificates"), the holders PARENT will cause its transfer agent to issue to each holder of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates TARGET surrendering a certificate a certificate representing the number of whole shares of Company Shares PARENT Common Stock to which such holder is entitled pursuant to Section 3.1. ------------ (a) No certificates or scrip representing fractional shares of PARENT Common Stock shall be issued as part of the provisions Merger Shares. All fractional shares of Section 1.4(b) hereofPARENT 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, TARGET Stockholders entitled to ..50 of a Share or greater shall receive one additional full Share, provided that such formula shall not increase the merger consideration required to be paid by PARENT. (b) Each New Century Certificate converted into Company If any Merger Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease are to be outstanding, be cancelled and retired and cease delivered to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except a person other than the right to receive upon such surrender number of person in whose name the Certificate(s) for shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares TARGET Capital Stock surrendered for exchange are registered, it shall be paid a condition to the holder payment of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, Merger Shares that upon surrender of an New Century Certificate, there (i) the Certificate(s) so surrendered shall be paid to transferable, and shall be properly assigned, endorsed or accompanied by appropriate stock powers, (ii) the person requesting such holder the amount of dividends, if any, which theretofore became payable, but which were not paid transfer shall pay any transfer or other taxes payable by reason of the foregoing, with respect and (iii) such transfer shall otherwise be proper. (c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of fact by the person claiming such Certificate to be lost, stolen or destroyed (which affidavit shall contain a indemnity in favor of PARENT on customary terms and conditions applicable to such affidavits), PARENT shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate Merger. (d) Notwithstanding anything to the number 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 Company the Merger Shares issued upon such surrender. Subject to that remains unclaimed by former stockholders of TARGET for six months after the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there Effective Time shall be delivered to the holder entitled thereto, without interest, SURVIVING CORPORATION. Any former stockholder of the amount of dividends so withheld as of any date subsequent TARGET who has not complied with this Article 3 shall thereafter look only to the Effective Date --------- SURVIVING CORPORATION for payment of their share of PARENT Common Stock and prior to such date of deliveryother consideration accruing therefrom. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. Promptly following the Effective Time (abut in no event later than three (3) Business Days following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Article I (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates, or appropriate affidavits of loss in lieu thereof as provided below, to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation (or, subject to Section 2.6 below, an appropriate affidavit of loss in lieu thereof) to the Company Paying Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the certificates representing the New Century Shares (collectively, the "New Century Certificates"surrender of such shares on a book-entry account statement), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one the Merger Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or more certificates representing accrued on any Merger Consideration payable to holders of Certificates. In the number event of a transfer of ownership of shares of Company Shares Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued to which a transferee if the Certificate representing such holder shares of Company Common Stock is entitled pursuant presented to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shallPaying Agent, accompanied by virtue of the Merger all documents required to evidence and without effect such transfer and by evidence that any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existapplicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 1.6(b)Article II, each holder of New Century Shares Certificate shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall Merger Consideration or the right to demand to be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason “fair value” of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld represented thereby as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.contemplated by Article I.

Exchange of Certificates. (a) Upon surrender At the Closing, certificates (the “Certificates”) representing all of the issued and outstanding shares of Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.2(a). After payment of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the Merger Consideration shall be distributed as follows to the Company extent Certificates have been surrendered, at Closing (or thereafter upon surrender of Certificates): (i) Parent shall cause the remaining Cash Consideration to be wired to an account designated by the Sole Stockholder, less $822,975 which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Cash Escrow”), and (ii) Parent shall cause the Equity Consideration to be distributed to the Sole Stockholder in the amount set forth on Schedule 2.2, less that number of shares of Parent Common Stock issued as part of the certificates representing Equity Consideration as shall be obtained by dividing $425,000 by the New Century Shares Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (collectivelythe “Equity Escrow”). Until surrendered, each outstanding Certificate which immediately prior to the "New Century Certificates")Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and shares of Parent Common Stock issuable upon conversion of such shares of Common Stock, but shall, have no other rights. From and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the amount of cash and shares of Parent Common Stock into which such shares of Common Stock have been converted. (b) If any cash is to receive be paid or any shares of Parent Common Stock are to be issued in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the payment of such cash or more certificates representing the number issuance of such shares 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 person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the 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 Shares Common Stock for cash paid to which such holder is entitled pursuant to the provisions of Section 1.4(b2.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the cash or shares issuable in exchange therefor pursuant to the holder provisions of Section 2.2(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 unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, made against Parent with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) Upon At the Effective Time and upon surrender of a certificate representing the 100 shares of LJR Common Stock held in the name of the LJR Stockholder, Pubco shall deliver to the Company of the certificates representing the New Century Shares LJR Stockholder a stock certificate for (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing i) the number of shares of Company Pubco D Preferred Shares to which such holder is entitled as determined pursuant to Section 1.08(a)(ii), and (ii) the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existPubco C Preferred Share. Until surrendered as contemplated by this Section 1.6(b1.09(a), each holder of New Century Shares certificate held by the LJR Stockholder representing LJR Common Stock shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender thereof the applicable number of shares of Company Pubco D Preferred Shares as provided by and Pubco C Preferred Shares, which the LJR Stockholder has the right to receive pursuant to Section 1.4(b) hereof1.08(a)(ii). (cb) No dividends on In the Company Shares event that LJR changes the number of shares of LJR Common Stock or securities convertible or exchangeable into or exercisable for shares of LJR Common Stock, or Pubco changes the number of shares of Pubco Common Stock or securities convertible or exchangeable into or exercisable for shares of Pubco Common Stock, issued and outstanding prior to the Effective Time, in each case as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, subdivision, exchange or readjustment of shares, or other similar transaction, the Conversion Ratio shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrenderedratably adjusted; provided, however, that upon surrender of an New Century Certificate, there nothing in this Section 1.09(b) shall be paid deemed to permit or authorize any party hereto to effect any such holder the amount of dividends, if any, which theretofore became payable, but which were change that it is not paid by reason of the foregoing, with respect otherwise authorized or permitted to undertake pursuant to this Agreement. (c) Pubco agrees that it will cause the number of Pubco D Preferred Shares and Pubco C Preferred Shares into which the LJR Stockholder’s shares of Company Shares LJR Common Stock are converted into at the Effective Time pursuant to Section 1.08(a)(ii), to be available at the Effective Time for such purposes. Pubco further covenants that immediately following the Effective Time, Pubco will effect cancellations of outstanding shares of Pubco Common Stock and that there will be no more than 48,669,098 pre-Merger shares of Pubco Common Stock issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent outstanding immediately prior to the Effective Date Time on a fully-diluted basis, and prior to such date that no other pre-Merger common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities of deliveryPubco shall be issued or outstanding, except as set forth on Schedule 1.09(c). (d) All Company Neither the Merger Consideration Shares delivered issuable to the New Century Shareholders LJR Stockholder in respect exchange for shares of LJR Common Stock pursuant to this Agreement nor the shares of Pubco Common Stock issuable upon conversion of the New Century Pubco D Preferred Shares will be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any State, and each stock certificate evidencing such shares shall bear a restrictive legend substantially in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Sharesfollowing form: THE SHARES OF COMMON STOCK OF NULIFE SCIENCES, INC. IfEVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Exchange of Certificates. (a) Upon surrender The parties to this Agreement agree: (i) that Computershare Trust Company, N.A. shall serve, pursuant to the Company terms of an exchange agent agreement, as the exchange agent for purposes of this Agreement (the “Exchange Agent”); and (ii) that Acquiror shall execute and deliver the exchange agent agreement at or prior to the Effective Time. Acquiror shall be solely responsible for the payment of any fees and expenses of the certificates representing Exchange Agent. (b) At or prior to the New Century Shares (collectivelyEffective Time, Acquiror shall authorize the "New Century Certificates")issuance of and shall make available to the Exchange Agent, for the benefit of the holders of such New Century Company Common Stock for exchange in accordance with this Article 2: (i) the aggregate number of shares of Acquiror Common Stock deliverable pursuant to Section 2.1, (ii) the aggregate cash consideration to be paid as Per Share Value pursuant to Section 2.1; and (iii) sufficient cash for payment of cash in lieu of fractional shares of Acquiror Common Stock pursuant to Section 2.6. Such amount of cash and shares of Acquiror Common Stock, together with any dividends or distributions with respect thereto paid after the Effective Time, are referred to in this Article 2 as the “Conversion Fund.” (c) Within two (2) Business Days after the Closing Date, Acquiror shall cause the Exchange Agent to mail to each holder of record of one or more certificates representing shares of Company Common Stock (“Company Stock Certificates”) who has not previously returned a Form of Election in accordance with Section 2.10 a letter of transmittal (“Letter of Transmittal”), in a form to be agreed by the parties, which specifies, among other things, that delivery shall be effected, and risk of loss and title to Company Stock Certificates shall each pass, only upon delivery of such certificates to the Exchange Agent, together with instructions for use in effecting the surrender of Company Stock Certificates pursuant to this Agreement. (d) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor one his, her or more certificates representing its Common Stock Merger Consideration plus cash in lieu of any fractional shares of Acquiror Common Stock in accordance with Section 2.6 deliverable in respect of the number of shares of Company Shares to which Common Stock represented by such holder is entitled pursuant to Company Stock Certificate; thereupon such Company Stock Certificate shall forthwith be cancelled. No interest will be paid or accrued on any portion of the provisions Common Stock Merger Consideration deliverable upon surrender of Section 1.4(b) hereofa Company Stock Certificate. (be) Each New Century Certificate converted into Company Shares shallAfter the Effective Time, by virtue there shall be no transfers on the stock transfer books of the Merger and without any action on the part Company of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights Company Common Stock. (f) No dividends or other distributions declared with respect to such shares, except Acquiror Common Stock and payable to the right to receive upon such surrender number holders of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on record thereof after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until the holder thereof shall surrender such New Century Company Stock Certificate is surrendered; provided, however, that upon in accordance with this Article 2. Promptly after the surrender of a Company Stock Certificate in accordance with this Article 2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of Acquiror Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 2.1. No holder of an New Century unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, there to vote the shares of Acquiror Common Stock into which such holder’s Company Common Stock shall have been converted. (g) Any portion of the Conversion Fund that remains unclaimed by the stockholders of the Company twelve (12) months after the Effective Time shall be paid to the Surviving Entity, or its successors in interest. Any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Entity, or its successors in interest, for issuance and payment of the Common Stock Merger Consideration (including the payment of cash in lieu of any fractional shares deliverable in respect of such holder the amount stockholders’ shares of dividendsCompany Common Stock), if any, which theretofore became payable, but which were not paid by reason as well as any accrued and unpaid dividends or distributions on shares of such Acquiror Common Stock. Notwithstanding the foregoing, with respect none of the Surviving Entity, the Exchange Agent or any other person shall be liable to the number any former holder of shares of Company Shares issued upon such surrender. Subject Common Stock for any amount delivered in good faith to the effecta public official pursuant to applicable abandoned property, if any, of applicable escheat and other or similar laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (dh) All In the event any Company Shares delivered Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by the New Century Shareholders Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this Article 2, the Common Stock Merger Consideration (including cash in lieu of any fractional shares deliverable in respect of the New Century Shares in accordance with the terms such stockholders’ shares of this Agreement shall be deemed to have been delivered in full satisfaction Company Common Stock, as well as any accrued and unpaid dividends or distributions on shares of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6Acquiror Common Stock).

Exchange of Certificates. (a) Upon surrender Prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the “Exchange Agent”). Within five (5) business days after the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing the New Century Shares shares of Parent Common Stock issuable pursuant to this Section 1, and (collectivelyii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c) (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being referred to as the “Exchange Fund”). (b) As soon as reasonably practicable after the Effective Time, the "New Century Certificates"Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the holders surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such New Century Certificates Company Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of therefore the Merger Consideration, and without any action on (B) the part of the holder thereof, cease to Company Stock Certificate so surrendered shall be outstanding, be cancelled and retired and cease to existimmediately canceled. Until surrendered as contemplated by this Section 1.6(b)1.7, each holder Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration and any distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance of New Century Shares shall thereafter cease any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to possess provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any rights claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofStock Certificate. (c) No dividends on or other distributions declared or made with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryStock Certificate in accordance with this Section 1.7. (d) All Any portion of the Exchange Fund that remains undistributed to holders of Company Shares Stock Certificates as of the date one (1) year after the Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates to the New Century Shareholders in respect of the New Century Shares Exchange Agent in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for the terms Merger Consideration to which such holder is entitled pursuant hereto. (e) 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 state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be deemed treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been delivered in full satisfaction paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of all rights pertaining Company Common Stock or to such New Century Shares. Ifany other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), after the Effective Time, New Century Certificates are presented or for any reasoncash amounts, they shall be cancelled and exchanged as provided properly delivered to any public official in this Section 1.6compliance with any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (ai) Upon At the Closing, each Stockholder shall surrender its certificate representing any of the common stock of the Company owned by said Stockholder (the "Target Share Certificates") to Surviving Corporation, together with such transmittal documents as SAG or Surviving Corporation may reasonably require. (ii) No fractional shares of SAG Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. Any fractional shares shall be rounded up to the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each next whole share and any Stockholder who would otherwise be entitled to receive in exchange therefor one or more certificates representing the number a fraction of a share of SAG Common Stock (after aggregating all fractional shares of Company Shares SAG Common Stock issuable to which such holder is entitled pursuant to the provisions holder) shall, in lieu of Section 1.4(b) hereofsuch fractional share, receive said additional whole share. (biii) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b1.1(i)(iii), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Share Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, from and after the Effective Time, New Century Certificates to represent only the right to receive a pro-rata share of the Merger Consideration. If any Company Share Certificate shall have been lost, stolen or destroyed, the Sub may, at its discretion and as a condition precedent to the delivery of any Merger Consideration to the Stockholder who owns such lost, stolen or destroyed Company Share Certificate, require said owner to provide an appropriate affidavit and to deliver a bond (in such sum as SAG or the Sub may reasonably direct) as indemnity against any Claim that may be made against SAG or Sub with respect to such Company Share Certificate. (iv) The shares of SAG Shares to be issued in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (v) The Sub shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of the Target Shares pursuant to this Agreement such amounts as the Sub 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 presented 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. (vi) The Sub shall not be liable to any holder or former holder of the Target Shares for any reasonshares of SAG Common Stock (or dividends or distributions with respect thereto), they shall be cancelled and exchanged as provided in this Section 1.6or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Upon surrender At or prior to the Company Effective Time, Parent shall authorize the issuance of and shall make available to the certificates representing Exchange Agent, for the New Century Shares (collectively, the "New Century Certificates"), benefit of the holders of Company Stock Certificates for exchange in accordance with this ARTICLE I, (i) a sufficient number of shares of Parent Common Stock, to be issued by book-entry transfer, for payment of the Parent Stock Consideration pursuant to Section 1.4(a)(ii), (ii) sufficient cash for payment of the Cash Consideration pursuant to Section 1.4(a)(i) and (iii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock in accordance with Section 10. Such amount of cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto paid after the Effective Time, are referred to as the “Conversion Fund.” Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Following the Effective Time, and upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent, together with a properly completed Exchange Form, duly executed, the holder of such New Century Certificates Company Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates representing Cash Consideration and Parent Stock Consideration deliverable in respect of the number of shares of Company Shares to which Common Stock represented by such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Company Stock Certificate; thereupon such Company Stock Certificate converted into Company Shares shall, by virtue of shall forthwith be cancelled. No interest will be paid or accrued on the Merger and without any action on the part Consideration deliverable upon surrender of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of a Company Shares as provided by Section 1.4(b) hereofStock Certificate. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (d) No dividends on or other distributions declared with respect to Parent Common Stock and payable to the Company Shares holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until the holder thereof shall surrender such New Century Company Stock Certificate is surrendered; provided, however, that upon in accordance with this ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an New Century unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, there to vote the shares of Parent Common Stock into which such holder’s Company Common Stock shall have been converted. (e) Any portion of the Conversion Fund that remains unclaimed by the stockholders of the Company twelve months after the Effective Time shall be paid to the Surviving Company, or its successors in interest. Any stockholders of the Company who have not theretofore complied with this ARTICLE I shall thereafter look only to the Surviving Company, or its successors in interest, for the issuance of the Cash Consideration, the payment of the Parent Stock Consideration and the payment of cash in lieu of any fractional shares deliverable in respect of such holder the amount stockholders’ shares of dividendsCompany Common Stock, if any, which theretofore became payable, but which were not paid by reason of as well as any accrued and unpaid dividends or distributions on such Parent Stock Consideration. Notwithstanding the foregoing, with respect none of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to the number any former holder of shares of Company Shares issued upon such surrender. Subject Common Stock for any amount delivered in good faith to the effecta public official pursuant to applicable abandoned property, if any, of applicable escheat and other or similar laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (df) All In the event any Company Shares delivered Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and the New Century Shareholders posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect of to such Company Stock Certificate, the New Century Shares Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the terms Cash Consideration or the Parent Stock Consideration and cash in lieu of any fractional shares deliverable in respect thereof pursuant to this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. IfAgreement, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6applicable.

Exchange of Certificates. (a) Upon surrender From and after the Effective Time, each holder of an outstanding certificate or certificates (the "Certificates") which represented shares of Company Common Stock immediately prior to the Effective Time shall have the right to surrender each Certificate to Parent, and receive in exchange for all Certificates held by such holder a certificate representing the number of whole shares of Parent Common Stock (other than the Escrow Shares (as defined in Section 2.8)) into which the Company Common Stock evidenced by the Certificates so surrendered shall have been converted pursuant to Section 2.2(a) of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the form of Exhibit B attached hereto. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership of the certificates representing number of whole shares of Parent Common Stock into which the New Century Shares (collectivelyshares of Company Common Stock have been converted but shall, subject to applicable appraisal rights under the "New Century Certificates"DGCL and Section 2.2(e), have no other rights. Subject to appraisal rights under the DGCL and Section 2.2(e), from and after the Effective Time, the holders of shares of Company Common Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the Parent Common Stock into which such shares of Company Common Stock have been converted. (b) If any shares of Parent Common Stock are to receive be issued in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the issuance of such shares that (i) the Certificate(s) so surrendered shall be transferable, and shall be properly assigned, endorsed or more certificates representing accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper and (iii) the number person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the foregoing or establish to the 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 Shares Common Stock for shares of Parent or the Company issuable to which such holder is entitled pursuant to the provisions of Section 1.4(b2.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock issuable in exchange therefor pursuant to the holder provisions of Section 2.2(a). 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 unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, made against Parent with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) Upon At the Closing, each Shareholder shall surrender its respective ETI Stock Certificate(s) to the Company Surviving Corporation, together with such transmittal documents as the Surviving Corporation may reasonably require, and the Surviving Corporation shall deliver, or cause VSI to deliver, to such Shareholder such Shareholder's pro rata share of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each aggregate Merger Consideration to be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled paid at Closing pursuant to Section 1.8, subject to the provisions of post-Closing adjustment set forth in Section 1.4(b) hereof1.9. (b) Each New Century Certificate converted into Company Shares No fractional shares of VSI Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any Shareholder who would otherwise be entitled to receive a fraction of a share of VSI Common Stock (after aggregating all fractional shares of VSI Common Stock issuable to such holder) shall, by virtue upon surrender of the Merger and without any action on the part of the holder thereof, cease to be outstandingsuch Shareholder's ETI Stock Certificate(s), be cancelled and retired and cease to exist. paid in cash at a rate of $3.00 per share in lieu of such fractional shares. (c) Until surrendered as contemplated by this Section 1.6(b)1.7, each holder ETI Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a pro rata share of New Century Shares the Merger Consideration. If any ETI Stock Certificate shall thereafter cease have been lost, stolen or destroyed, VSI may, in its discretion and as a condition precedent to possess the issuance of any rights certificate representing VSI Common Stock, require the owner of such lost, stolen or destroyed ETI Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as VSI may reasonably direct) as indemnity against any claim that may be made against VSI with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century ETI Stock Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered The shares of VSI Common Stock to be issued in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall bear a legend identical or similar in effect to the New Century Shareholders in respect of the New Century Shares in accordance following legend (together with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.other legend or legends required by applicable state securities laws or otherwise):

Exchange of Certificates. (a) Upon surrender At or prior to the Company Closing, Parent shall enter into an agreement with Computershare Trust Company, N.A. (or such other bank or trust company in the United States as may be designated by Parent, the “Exchange Agent”), which shall provide that Parent shall, upon the Closing, deliver to the Exchange Agent (i) the shares of Parent Common Stock and cash necessary for the payment of the certificates representing Merger Consideration pursuant to Section 1.1 and the New Century Shares (collectively, cash consideration necessary for the "New Century Certificates"), the payment to holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of vested Company Shares to which such holder is entitled Options pursuant to Section 4.14(a)(i)(A). Parent shall pay the provisions fees and expenses of Section 1.4(b) hereofthe Exchange Agent. (b) Each New Century Certificate converted into Company Shares shallAs soon as reasonably practicable after the Closing, by virtue of Parent shall cause the Merger and without any action on the part of the holder thereof, cease Exchange Agent to be outstanding, be cancelled and retired and cease deliver or mail to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares record of a Certificate (i) a letter of transmittal substantially in the form attached hereto as Exhibit F-1 with such changes as the Exchange Agent shall thereafter cease reasonably request (which shall specify that delivery shall be effected, and risk of loss and title to possess the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in surrendering Certificates in exchange for consideration specified and allocated in Section 1.4. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall receive in exchange therefore the Merger Consideration for which the shares formerly held by such holder are to be exchanged in accordance with Section 1.4 (less any rights with respect to such sharesshares of Parent Common Stock deposited in the Stock Escrow Fund and/or cash deposited into the Cash Escrow Fund), except and the right to receive upon such surrender number certificates so surrendered shall be canceled. If a transfer of ownership of shares of Company Shares Capital Stock represented by a Certificate has not been registered in the Company’s transfer records, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate is properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Tax (as provided defined in Section 2.9(a)) required by Section 1.4(b) hereofreason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Other than interest earned that becomes part of the Cash Escrow Fund, no interest shall be paid or will accrue on the cash payable to holders of Certificates in accordance with the provisions of this ARTICLE 1. (c) As soon as reasonably practicable after the Closing, Parent shall cause the Exchange Agent to deliver or mail to each holder of record of a Company Option of which a portion is vested as of immediately prior to the Effective Time (i) a letter of transmittal substantially in the form attached hereto as Exhibit F-2 with such changes as the Exchange Agent shall reasonably request (an “Option Letter of Transmittal”) and (ii) instructions for use in submitting the Option Letter of Transmittal in exchange for the cash consideration specified in Section 4.14(a)(i)(A). No dividends on the Company Shares interest shall be paid or will accrue on the cash payable to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares holders of Company Shares issued upon such surrender. Subject to Options in accordance with the effect, if any, provisions of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliverythis ARTICLE 1. (d) All Company Shares delivered to shares of Parent Common Stock issued and all cash paid upon the New Century Shareholders in respect surrender of the New Century Shares Certificates in accordance with the terms of this Agreement ARTICLE 1 (including shares of Parent Common Stock deposited into the Stock Escrow Fund and cash deposited into the Cash Escrow Fund) shall be deemed to have been delivered paid in full satisfaction of all rights pertaining to the shares of Company Capital Stock represented by such New Century Sharescertificates, and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Capital Stock which were outstanding immediately prior to the Closing. If, after the Effective Time, New Century Certificates are presented to the Surviving Company or the Exchange Agent for any reason, they shall be cancelled canceled and exchanged as provided in this ARTICLE 1, except as otherwise provided by law. (e) None of Parent, the Surviving Company or the Exchange Agent shall be liable to any Person in respect of any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered, or any Option Letter of Transmittal shall not have been delivered, immediately prior to the date on which any amounts payable in accordance with this ARTICLE 1 would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 1.62.3), any such amounts shall, to the extent permitted by applicable law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (f) If any Certificate shall have been lost, stolen or destroyed, upon the execution and delivery to the Exchange Agent by the holder of record of such Certificate of such additional documentation that the Exchange Agent may reasonably request, the payment to the Exchange Agent by such holder of any indemnity/surety bond in such amount as required by the Exchange Agent and the payment to the Exchange Agent by such holder of any handling or other fee required by the Exchange Agent, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto in accordance with Section 1.5. (g) The Surviving Company or the Exchange Agent shall be entitled to deduct and withhold from amounts otherwise payable in accordance with this Agreement to any former holder of shares of Company Capital Stock or Company Options such amounts as the Surviving Company or the Exchange Agent reasonably believes is 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 and paid over to the appropriate taxing authority by the Surviving Company or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Capital Stock or Company Options in respect of which such deduction and withholding was made by the Surviving Company or the Exchange Agent.

Exchange of Certificates. (a) Upon surrender As soon as practicable after the execution and delivery of this Agreement and, in any event, not less than five Trading Days prior to the Company mailing to holders of Common Shares of the certificates representing Registration Statement (as defined in Section 8.4), Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the New Century Company) to act as exchange agent (the "Exchange Agent") in effecting the exchange of Certificates that, prior to the Effective Time, represented Common Shares (collectivelyother than Certificates representing Common Shares to be canceled pursuant to Section 3.1(b) or Dissenting Shares) for Merger Consideration pursuant to Section 3.1(a) hereof. Promptly after the Effective Time, the "New Century Certificates")Surviving Corporation shall cause to be mailed to each person who was, at the holders Effective Time, a holder of such New Century Certificates shall each be record of Common Shares entitled to receive the Merger Consideration pursuant to Section 3.1(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent) and instructions for use in exchange therefor one or more certificates representing effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon the surrender of each such Certificate, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of shares of Company Common Shares formerly represented by such Certificate in exchange therefor, and such Certificate shall forthwith be canceled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Common Shares to which be canceled in accordance with Section 3.1(b)) shall represent solely the right to receive Merger Consideration. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such holder is entitled Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in customary form and amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, without any interest or dividends or other payments thereon, otherwise deliverable upon due surrender of any such Certificate pursuant to the provisions of Section 1.4(b) hereofthis Agreement. (b) Each New Century Certificate converted into Company Shares shallAs of or promptly after the Effective Time, by virtue Parent shall deposit the Warrant Consideration and deposit or cause to be deposited the Cash Consideration, in trust with the Exchange Agent, for the benefit of the Merger and without any action on the part holders of the holder thereofCommon Shares, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by for exchange in accordance with this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofArticle III. (c) No dividends on The cash portion of the Company Shares aggregate Merger Consideration shall be paid to invested by the holder Exchange Agent, as directed by and for the benefit of any unsurrendered New Century Certificate until the Surviving Corporation, provided that such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there investments shall be paid limited to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason direct obligations of the foregoingUnited States of America, with respect obligations for which the full faith and credit of the United States of America is pledged to provide for the number payment of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat principal and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, commercial paper rated of the amount highest quality by Mood▇'▇ ▇▇▇estors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of dividends so withheld as McGr▇▇-▇▇▇▇, ▇▇c. ("S&P"), and certificates of any date subsequent to the Effective Date and prior to such date deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of deliveryone year. (d) All Company Shares delivered Promptly following the date which is six months after the Effective Time, the Exchange Agent shall deliver to the New Century Shareholders Surviving Corporation all cash, Common Shares, Parent Warrants, Certificates and other documents in respect its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws and, in the case of Dissenting Shares, subject to applicable law) receive in exchange therefor the applicable Merger Consideration, without any interest or dividends or other payments thereon. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the New Century Shares in accordance with the terms Surviving Corporation of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Common Shares. If, after the Effective Time, New Century Certificates formerly representing Common Shares are presented for any reasonto the Surviving Corporation or the Exchange Agent, they shall be cancelled canceled and (subject to applicable abandoned property, escheat and similar laws and, in the case of Dissenting Shares, subject to applicable law) exchanged for Merger Consideration, as provided in this Article III. (f) Subject to and without derogation of the obligations of Parent under Section 1.68 of the Warrant Agreement, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Common Shares and/or Company Options such amounts that the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the "Code"), the rules and regulations promulgated thereunder or any provision of state, or local or foreign tax law. To the extent there is withholding imposed on the Merger Consideration, the full amount required to be withheld shall be satisfied from the Cash Consideration. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares and/or Company Options in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent.

Exchange of Certificates. (a) Prior to the Effective Time, Parent shall select a bank or trust company to act as paying agent (the "Paying Agent") for the payment of the Merger Consideration upon surrender of certificates (the "Certificates") representing Common Stock. Parent shall take all steps necessary to enable and cause the Surviving Corporation to provide to the Paying Agent immediately following the Effective Time all the cash necessary to pay for the shares of Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.8(a) (such cash being hereinafter referred to as the "Exchange Fund"). (b) Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.8(a) (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Company Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the certificates representing the New Century Shares (collectivelyPaying Agent, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the number amount of cash into which the shares of Company Shares to which Common Stock theretofore represented by such holder is entitled Certificate shall have been converted pursuant to Section 2.8(a), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue a transfer of ownership of Common Stock which is not registered in the transfer records of the Merger Company, 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 shall be properly endorsed or otherwise be in proper form for transfer and without the Person requesting such payment shall pay any action on the part transfer or other taxes required by reason of the payment to a Person other than the registered holder thereof, cease of such Certificate or establish to be outstanding, be cancelled and retired and cease to existthe satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.6(b)2.9, each holder of New Century Shares Certificate shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number the amount of cash, without interest, into which the shares of Company Shares as provided Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.4(b) hereof2.8(a). No interest shall be paid or shall accrue on the cash payable upon the surrender of any Certificate. For purposes of this Agreement, "Person" means an individual, corporation, partnership, limited liability company, association, trust or any unincorporated organization or other entity. (c) No dividends on the Company Shares shall be The Merger Consideration paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement Article II, upon conversion of any shares of Common Stock, shall be deemed to have been delivered paid in full satisfaction of all rights pertaining to such New Century Sharesshares, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, New Century any Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled canceled and exchanged as provided in this Article II. (d) Any portion of the Exchange Fund (plus any interest and other income received by the Paying Agent in respect of such funds) that remains undistributed to the holders of Certificates representing Common Stock as provided in this Section 1.62.9 for six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Common Stock who has not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of its claim for the Merger Consideration. (e) None of Parent, Purchaser, 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 official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate has not been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which the Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.5), any such shares, cash, dividends or distributions 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 interest of any Person previously entitled thereto. (f) The Paying Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Corporation. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation. (g) Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Common Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under any provision of Federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to such holders in respect of which such deduction and withholding was made. (h) If any Certificate 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 Parent, the posting by such Person of a bond in such amount as Parent may direct as indemnity against any claim which may be made against it with respect to such Certificate and/or delivery of a suitable indemnity, the Paying Agent will issue, in each case, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates. (a) Upon surrender Prior to the Effective Time, Parent will appoint a U.S. bank or trust company reasonably acceptable to the Company of (the certificates representing the New Century Shares (collectively, the "New Century Certificates"“Exchange Agent”), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled pursuant to an agreement customary in form and substance, for the provisions purpose of Section 1.4(b) hereofexchanging the Merger Consideration for the Certificates. (b) Each New Century Certificate converted into Company Shares shallPrior to or concurrent with the Effective Time, by virtue Parent will deposit, or will cause to be deposited, with the Exchange Agent, in trust for the benefit of holders of the Shares, cash in U.S. dollars in an amount sufficient to pay the aggregate Merger Consideration to which holders of Shares will be entitled at the Effective Time pursuant to this Agreement (such cash, and without any action on the part of the holder thereof, cease additional cash deposited pursuant to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b3.2(h), each holder of New Century Shares shall thereafter cease being hereinafter referred to possess any rights with respect to such shares, except as the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof“Exchange Fund”). (c) No dividends on Promptly, and in any event within two Business Days after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (the “Letter of Transmittal”). The Letter of Transmittal will be in a form mutually agreed upon by Parent, the Company Shares shall and the Exchange Agent, and will specify that the delivery will be paid effected, and risk of loss and title will pass, only upon proper delivery of the Certificates to the Exchange Agent. (d) Each holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; providedShares that have been converted into the right to receive the Merger Consideration will be entitled to receive, howeverupon (i) surrender to the Exchange Agent of a Certificate, that upon surrender together with a properly completed letter of transmittal, or (ii) receipt of an New Century Certificate, there shall be paid to “agent’s message” by the Exchange Agent (or such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effectother evidence, if any, of applicable escheat and other laws, following surrender transfer as the Exchange Agent may reasonably request) in the case of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interesta book-entry transfer, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders Merger Consideration in respect of the New Century Shares represented by a Certificate. Until so surrendered or transferred, as the case may be, each such Certificate will represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (e) If any portion of the Merger Consideration is to be paid to a Person other than the Person in accordance with whose name the terms surrendered Certificate is registered, it will be a condition to such payment that (i) either such Certificate is properly endorsed or otherwise in proper form for transfer or, if uncertificated, is properly transferred and (ii) the Person requesting such payment will pay to the Exchange Agent any transfer, documentary, stamp or similar taxes required as a result of this Agreement shall be deemed such payment to have been delivered in full a Person other than the registered holder of such Certificate or establish to the satisfaction of all rights pertaining to the Exchange Agent that such New Century tax has been paid or is not payable. (f) After the Effective Time, there will be no further registration of transfers of Shares. If, after the Effective Time, New Century Certificates are presented to the Surviving Corporation or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article III. (g) Any portion of the Exchange Fund that remains unclaimed by the holders of Shares 180 days after the Effective Time will be returned to Parent, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this Section 3.2 prior to that time will thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent will not be liable to any holder of Shares for any reasonamounts paid to a public official pursuant to applicable abandoned property, they shall escheat or similar Laws. (h) The Exchange Agent will invest any cash in the Exchange Fund as directed by Parent; provided, however, that any investment of such cash will in all events be cancelled limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and exchanged as interest by, the U.S. government, in commercial paper 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 $25 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon will affect the amounts payable pursuant to this Agreement. Any interest and other income resulting from such investments will be paid to Parent. In the event that the Exchange Fund is insufficient to make the payments contemplated by this Agreement, Parent will, or will cause the Surviving Corporation, promptly to deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. The Exchange Fund will not be used for any purpose not expressly provided for in this Agreement. (i) Each of the Exchange Agent, Parent, Merger Sub and the Surviving Corporation and their respective agents will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer or under this Agreement to any holder of Shares, and any amounts payable as described under Section 1.63.3, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of applicable Federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts will be treated for all purposes of this Agreement as having been paid to the holder of Shares, Company Stock Options, Company Stock-Based Awards or Company Units, as applicable, in respect of which such deduction and withholding were made. (j) In the case of any Certificate that has 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 the Surviving Corporation, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a check in the amount of the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration.

Exchange of Certificates. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Merger Consideration pursuant to Section 1.07(a) a form of letter of transmittal (awhich shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Company Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the certificates representing the New Century Shares (collectivelyinstructions thereto, and such other documents as may be required pursuant to such instructions, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one therefore the Per Share Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or more certificates representing the number of shares of Company Shares to which such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action be paid on the part Per Share Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder thereof, cease of such Certificate. If the payment equal to the Per Share Merger Consideration is to be outstanding, be cancelled and retired and cease made to exist. Until a Person other than the Person in whose name the surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends Certificate is registered on the Company Shares stock transfer books of the Company, it shall be paid to a condition of payment that the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid all transfer and other taxes required by reason of the foregoingpayment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered, with respect or shall have established to the number satisfaction of shares TAS that such taxes either have been paid or are not applicable. If any holder of Company Shares issued upon is unable to surrender such surrender. Subject holder’s Certificates because such Certificates have been lost, stolen, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there Surviving Corporation. Comparable procedures shall be delivered established to disburse the holder entitled thereto, without interest, Option Consideration and the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryPurchase Right Consideration. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon surrender As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1 a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the certificates representing Certificates to the New Century Shares (collectivelyExchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the number Merger Consideration in respect of the shares of Company Shares to which Common Stock formerly represented by such holder is entitled pursuant to Certificate and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the provisions benefit of Section 1.4(b) hereofholders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights No dividends or other distributions with respect to such shares, except Parent Common Shares with a record date after the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Certificate until with respect to Parent Common Shares that such New Century Certificate is surrendered; provided, however, that holder would be entitled to receive upon surrender of an New Century Certificate, there such Certificate and no Merger Consideration shall be paid to any such holder until such holder shall surrender such Certificate in accordance with this Article III. After the amount surrender of dividendsa Certificate in accordance with this Article III, if anysuch holder thereof entitled to receive Parent Common Shares shall be entitled to receive any such dividends or other distributions, without any interest thereon, with a record date after the Effective Time and which theretofore became payable, but which were not paid by reason of the foregoing, had become payable with respect to whole Parent Common Shares issuable to such holder in respect of such Certificate. (c) If the number payment of shares the Merger Consideration is to be made to a person other than the registered holder of Company Shares issued upon the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such surrender. Subject payment shall pay to the effect, if any, of Exchange Agent in advance any applicable escheat and stock transfer or other laws, following surrender of any New Century Certificate, there Taxes or shall be delivered establish to the holder entitled thereto, without interest, reasonable satisfaction of the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to Exchange Agent that such date of deliveryTaxes have been paid or are not payable. (d) All At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company Shares delivered of the shares of Company Common Stock that were issued and outstanding immediately prior to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century SharesEffective Time. If, after the Effective Time, New Century Certificates representing such shares are presented for any reasontransfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article III. (e) Any portion of the property deposited with the Exchange Agent pursuant to Section 1.63.1 that remains unclaimed by the shareholders of the Company for six (6) months after the Effective Time shall be paid, at the request of Parent, to or as directed by Parent. Any shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of the Merger Consideration and unpaid dividends and distributions on the Parent Common Shares deliverable in respect of each share of Company Common Stock held by such shareholder at the Effective Time as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Parent, the Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (f) In the event any Certificate 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 Parent, the posting by such person of a bond in such amount as Parent or one of its Subsidiaries may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange of Certificates. (a) Promptly after the Effective Time, the Exchange Agent (as defined below) shall mail to each holder of record of Company Common Stock immediately prior to the Effective Time (other than Excluded Shares) (i) a letter of transmittal (the "Company Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company certificates representing shares of the Company Common Stock (the "Certificates") shall pass, only upon delivery of such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. (b) At the Effective Time, Parent shall make available, or cause to be made available to the party specified by Parent and reasonably acceptable to the Company as the exchange agent (the "Exchange Agent"), amounts sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make payments pursuant to Section 2.1(c)(i) hereof to holders of Company Common Stock issued and outstanding immediately prior to the Effective Time who are to receive the Merger Consideration. Any interest, dividends, or other income earned on the investment of cash deposited by Parent with the Exchange Agent in accordance with this Section 2.2(b) shall be for the account of and payable to Parent. (c) Upon surrender to the Exchange Agent of Certificates, together with the Company Letter of Transmittal, duly executed and completed in accordance with the certificates representing the New Century Shares (collectivelyinstructions thereto, and only upon such surrender, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive receive, in exchange therefor one or more certificates representing therefor, and Parent shall promptly cause to be delivered to such holder a check in the number of shares of Company Shares amount to which such holder is entitled entitled, after giving effect to any required tax withholdings. The Certificates surrendered pursuant to the provisions this Section 2.2(c) shall forthwith be cancelled. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon (1) receipt of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue an affidavit of the Merger and without any action on the part of that fact from the holder thereof, cease claiming such Certificate to be outstandinglost, be cancelled mislaid, stolen or destroyed and retired an indemnity (each in form and cease substance reasonably satisfactory to exist. Until surrendered as contemplated by this Section 1.6(bParent), each holder and (2) if required by Parent, the posting by such person of New Century Shares shall thereafter cease to possess a bond in such reasonable amount as the Company may direct as indemnity against any rights claim that may be made against it with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there the Exchange Agent shall be paid issue to such holder the amount of dividendsMerger Consideration into which the shares represented by such lost, if anystolen, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there mislaid or destroyed Certificate shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryhave been converted. (d) All Company Shares delivered No interest will be paid or will accrue on the amount payable upon the surrender of any Certificate. If payment is to be made to a person other than the registered holder of the Certificate surrendered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, as determined by the Exchange Agent or Parent, and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the New Century Shareholders in respect satisfaction of the New Century Shares Parent or the Exchange Agent that such tax has been paid or is not payable. One year following the Effective Time, Parent shall be entitled to cause the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Agent which have not been disbursed to holders of Certificates formerly representing shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Parent only as general creditors thereof with respect to cash payable upon due surrender of their Certificates. (e) In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid or issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee 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 of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. (f) The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates, 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 which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement shall be deemed or prior to the date of this Agreement and which remain unpaid at the Effective Time and have not been delivered in full satisfaction of all rights pertaining paid prior to such New Century Sharessurrender. If, after At the Effective Time, New Century Certificates are presented for any reason, they the stock transfer books of the Company shall be cancelled closed, and exchanged as provided in this Section 1.6there shall be no further registrations of transfers of shares of Company Common Stock thereafter on the records of the Company.

Exchange of Certificates. (a) Upon At the Closing, certificates representing not less than ninety percent (90%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Step One Merger (accompanied, as to any certificates delivered at Closing by a Shareholder other than a Primary Shareholder, by the surrender of a duly completed and executed letter of transmittal in the form of Exhibit B attached hereto (each, a “Letter of Transmittal”). At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, 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 expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the Company extent Certificates have been surrendered at Closing (and, as to Shareholders other than the Primary Shareholders, to the extent Letters of Transmittal have been delivered at Closing) (or thereafter upon surrender of Certificates) (and if applicable, Letters of Transmittal): (i) the remaining Cash Consideration payable to the Primary Shareholders shall be wired to an account or accounts designated by the Primary Shareholders and the Cash Consideration payable to the Shareholders other than the Primary Shareholders shall be paid by overnight or hand delivery of a check representing immediately available funds to such Shareholders at their address set forth in their respective Letters of Transmittal, less $2,475,000 which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Cash Escrow”), and (ii) the Equity Consideration shall be distributed to the Shareholders (in accordance with the written instructions provided by the Primary Shareholders as to their Equity Consideration and in the Letters of Transmittal as to the Equity Consideration to be received by the Shareholders other than the Primary Shareholders) in the amount set forth on Schedule 2.3 (including the Restricted Equity Consideration to be distributed to Employee Shareholders), less that number of shares of Parent Common Stock issued as part of the certificates representing Equity Consideration as shall be obtained by dividing $2,250,000 by the New Century Shares Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (collectivelythe “Stock Escrow”). Until surrendered with an executed Letter of Transmittal, each outstanding Certificate which immediately prior to the "New Century Certificates")Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and shares of Parent Common Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the NYBC, have no other rights. Subject to appraisal rights under the NYBC, from and after the Effective Time, the holders of shares of Common Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the amount of cash and shares of Parent Common Stock into which such shares of Common Stock have been converted. (b) If any cash is to receive be paid or any shares of Parent Common Stock are to be issued in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the payment of such cash or more certificates representing the number issuance of such shares 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 person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the 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 Shares Common Stock for cash paid to which such holder is entitled pursuant to the provisions of Section 1.4(b1.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the cash or shares issuable in exchange therefor pursuant to the holder 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 unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, made against Parent with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) As promptly as practicable after the Effective Time (but in any event within sixty (60) days following the Effective Time), Parent shall: (i) cause the shares of Parent Common Stock issuable pursuant to Section 1.5(a)(i) to be issued in book-entry form; and (ii) make payments in lieu of fractional shares in accordance with Section 1.5(c). (b) As promptly as practicable after the Effective Time, Parent will mail or otherwise provide to the Persons who were record holders of Company Share Certificates immediately prior to the Effective Time instructions for use in effecting the surrender of Company Share Certificates in exchange for cash in respect of fractional shares pursuant to Section 1.5(c), if any, and book-entry shares representing Parent Common Stock. Upon surrender of a Company Share Certificate to Parent for exchange, together with such other documents as may be reasonably required by Parent: (A) the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders holder of such New Century Certificates Company Share Certificate shall each be entitled to receive in exchange therefor one or more certificates therefor, book-entry shares representing the number of whole shares of Company Shares to which Parent Common Stock that such holder is entitled has the right to receive pursuant to the provisions of Section 1.4(b1.5(a)(i) hereof. (band cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c)); and (B) Each New Century the Company Share Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to so surrendered shall be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b1.7(b), each holder Company Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of New Century Shares Parent Common Stock pursuant to the provisions of Section 1.5(a)(i) (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c)). If any Company Share Certificate shall thereafter cease have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to possess the payment of any rights cash or the issuance of any book-entry shares representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate lost affidavit with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofShare Certificate. (c) No dividends on or other distributions declared or made with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered New Century Company Share Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Shares issued upon Share Certificate in accordance with this Section 1.7 (at which time such surrender. Subject holder shall be entitled, subject to the effect, if any, effect of applicable abandoned property, escheat and other or similar laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretoreceive all such dividends and distributions, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery). (d) All Any holders of Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Share Certificates who have not surrendered their Company Share Certificates in accordance with this Section 1.7 as of the terms date 180 days after the date on which the Merger becomes effective shall thereafter look only to Parent for satisfaction of their claims for shares of Parent Common Stock pursuant to the provisions of Section 1.5(a)(i), cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.5(c) and any dividends or distributions with respect to shares of Parent Common Stock. (e) Subject to applicable law, each of Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld from such consideration under the Code or any provision of state, local or non-U.S. Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld and paid to or deposited with the appropriate Governmental Body, such amounts shall be deemed treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been delivered in full satisfaction paid. Parent shall take commercially reasonable efforts to reduce or eliminate any required withholding. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of all rights pertaining Company Share Capital or to such New Century Shares. Ifany other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), after the Effective Time, New Century Certificates are presented or for any reasoncash amounts, they shall be cancelled and exchanged as provided in this Section 1.6delivered to any public official pursuant to any applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Upon surrender After the Effective Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent to the Company of the certificates representing the New Century Shares (collectivelyFOUR STAR REALTY Member Holders, the "New Century Certificates")FOUR STAR REALTY Member Holders shall be required to surrender all their FOUR STAR REALTY Membership Interests to the Exchange Agent, and the holders of such New Century Certificates FOUR STAR REALTY Member Holders shall each be entitled upon such surrender to receive in exchange therefor one or more certificates representing the number of shares Stock Exchange Shares into which the FOUR STAR REALTY Membership Interests theretofore represented by the stock transfer forms so surrendered shall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate, which, prior to the Effective Time, represented FOUR STAR REALTY Membership Interests, shall be deemed for all corporate purpose, subject to the further provisions of Company this Article I, to evidence the ownership of the number of whole Stock Exchange Shares to for which such holder is entitled FOUR STAR REALTY Membership Interests have been so exchanged. No dividend payable to holders of Stock Exchange Shares of record as of any Date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented FOUR STAR REALTY Membership Interests, until such certificate or certificates representing all the relevant FOUR STAR REALTY Membership Interests, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the provisions of Section 1.4(b) hereofExchange Agent. (b) Each New Century Certificate converted into Company All Stock Exchange Shares shall, by virtue of for which the Merger and without any action on the part of the holder thereof, cease FOUR STAR REALTY Member Interests shall have been exchanged pursuant to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement Article I shall be deemed to have been delivered issued in full satisfaction of all rights pertaining to such New Century Shares. If, after the FOUR STAR REALTY Member Interests. (c) On the Effective TimeDate, New Century Certificates are presented for any reason, they the stock transfer book of FOUR STAR REALTY shall be cancelled deemed to be closed and exchanged as provided in this Section 1.6no transfer of FOUR STAR REALTY Membership Interests shall thereafter be recorded thereon.

Exchange of Certificates. (a) Upon surrender After the Effective Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent to the Company of the certificates representing the New Century Shares (collectivelyNEAH Security Holders, the "New Century Certificates")NEAH Security Holders shall be required to surrender all their NEAH Securities to the Exchange Agent, and the holders of such New Century Certificates NEAH Security Holders shall each be entitled upon such surrender to receive in exchange therefor one or more certificates representing the proportionate number of shares of Company Merger Shares to into which such holder is entitled the NEAH Securities theretofore represented by the stock transfer forms so surrendered shall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate which, prior to the Effective Time, represented NEAH Securities shall be deemed for all corporate purpose, subject to the further provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shallthis Article I, by virtue to evidence the ownership of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares whole Merger Shares for which such NEAH Securities have been so exchanged. No dividend payable to holders of Company Merger Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld record as of any date subsequent to the Effective Date and Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented NEAH Securities, until such date certificate or certificates representing all the relevant NEAH Securities, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of deliverytransmittal or other instructions with respect to lost certificates provided by the Exchange Agent. (db) All Company Merger Shares delivered for which the NEAH Securities shall have been exchanged pursuant to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement Article I shall be deemed to have been delivered issued in full satisfaction of all rights pertaining to such New Century Shares. If, after the NEAH Securities. (c) All certificates representing NEAH Securities converted into the right to receive Merger Shares pursuant to this Article I shall be furnished to GROWTH subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement. (d) On the Effective TimeDate, New Century Certificates are presented for any reason, they the stock transfer book of NEAH shall be cancelled deemed to be closed and exchanged as provided in this Section 1.6no transfer of NEAH Securities shall thereafter be recorded thereon.

Exchange of Certificates. (a) Upon surrender At the Effective Time, Parent shall deposit, or shall cause to be deposited, with BNY Mellon Shareowner Services or another bank or trust company designated by Parent (the Company “Exchange Agent”), for the purpose of exchanging the Merger Consideration for (i) certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Common Stock (the “Certificates”) or (ii) uncertificated Shares (the “Uncertificated Shares”). Parent agrees to which such holder is entitled make available to the Exchange Agent from time to time as needed and promptly following a request therefor from the Exchange Agent, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.6(e). Any Merger Consideration deposited with the provisions Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 2.6 out of Section 1.4(b) hereofthe Exchange Fund. The Exchange Fund shall not be used for any other purpose. Parent will pay all fees and expenses of the Exchange Agent. (b) Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock as of the Effective Time a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. (c) Each New Century Certificate holder of record of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration payable for each share of Company Shares shallCommon Stock represented by a Certificate or for each Uncertificated Share. Until so surrendered or transferred, by virtue as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of exchange that (i) either such surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and without (ii) that the Person requesting such exchange shall pay to the Exchange Agent any action on the part transfer or other Taxes required by reason of the exchange by a Person other than the registered holder thereof, cease of such Certificate or Uncertificated Share or such Person shall establish to be outstanding, be cancelled and retired and cease to existthe satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 1.6(b2.7(c), each holder of New Century Shares Certificate or Uncertificated Share shall thereafter cease to possess any rights with respect to such sharesrepresent, except for all purposes, only the right to receive upon such surrender the Merger Consideration in respect of the number of shares of Company Shares as provided Common Stock evidenced by Section 1.4(b) hereofsuch Certificate or such Uncertificated Share. (cd) Any portion of the Exchange Fund which remains undistributed to the Company Stockholders for six (6) months after the Effective Time shall be delivered to Parent upon demand, and any Company Stockholders who have not theretofore complied with this Section 2.7 shall thereafter look only to Parent to claim the Merger Consideration, without any interest thereon. (e) No dividends or other distributions that are declared on or after the Effective Time on Parent Common Stock or are payable to the holders of record thereof on or after the Effective Time will be paid to the Company Shares Stockholders entitled by reason of the Merger to receive certificates representing Parent Common Stock until such Company Stockholders surrender their Certificates or Uncertificated Shares, as provided in this Section 2.7. Subject to the effect of applicable Law, there shall be paid to the holder of any unsurrendered New Century Certificate until record of the certificates representing such New Century Certificate is surrendered; providedParent Common Stock (or, howeverif applicable under Section 2.7(c), that upon the other Person) (i) at the time of such surrender of an New Century Certificateor as promptly as practicable thereafter, there shall be paid to such holder the amount of dividends, if any, which any dividends or other distributions theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Company Shares issued upon such surrender. Subject Parent Common Stock having a record date on or after the Effective Time and a payment date prior to such surrender and (ii) at the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interestappropriate payment date or as promptly as practicable thereafter, the amount of dividends so withheld as or other distributions payable with respect to whole shares of any Parent Common Stock having a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender. In no event shall the Effective Date and prior Company Stockholder or other Person entitled to receive such date of deliverydividends or other distributions be entitled to receive interest on such dividends or other distributions. (df) All Neither Parent nor the Company Shares shall be liable to any Company Stockholder for any Merger Consideration properly delivered to a public official pursuant to any abandoned property, escheat or similar Law. (g) If any Certificate shall have been lost, stolen or destroyed, upon the New Century Shareholders making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such amount as Parent may direct, as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof would have been entitled to receive in respect of the New Century Shares shares of Company Common Stock represented by such lost, stolen or destroyed Certificate pursuant to Section 2.7(c), without any interest thereon, together with any amounts then payable pursuant to Section 2.7(e). (h) All Merger Consideration paid in accordance with the terms of this Agreement hereof shall be deemed to have been delivered paid in full satisfaction of all rights pertaining to such New Century Shares. Ifshares of Company Common Stock (other than the rights, after if any, under Section 2.7(e)). (i) Any portion of the Effective Time, New Century Certificates are presented Merger Consideration made available to the Exchange Agent pursuant to Section 2.7(a) to pay for any reason, they shares of Company Common Stock for which appraisal rights have been perfected shall be cancelled returned to Parent, upon demand and exchanged as provided in this Section 1.6upon its certification to the Exchange Agent that Parent has otherwise paid for such shares.

Exchange of Certificates. (a) Upon Prior to the Effective Time, Parent shall appoint an exchange agent reasonably satisfactory to the Company (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock as of the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent), including instructions for use in effecting the surrender of Certificates to the Exchange Agent in exchange for the Merger Consideration. Immediately after the Effective Time, Parent shall cause to be deposited with the Exchange Agent cash in U.S. dollars sufficient to pay the aggregate Merger Consideration payable upon due surrender of the Certificates pursuant to the provisions of this ARTICLE II, in trust for each holder of shares of Company Common Stock. All cash deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 2.11 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the Exchange Fund as directed by Parent so long as such investment is in securities fully guaranteed by the United States of America which may be liquidated at any time without loss or penalty. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration, upon surrender to the Company Exchange Agent of a Certificate, together with a properly completed letter of transmittal, duly executed and completed in accordance with the certificates representing instructions thereto, and such other documents as may reasonably be required by Parent or the New Century Shares (collectivelyExchange Agent, the "New Century Certificates"), the holders of such New Century Certificates shall each will be entitled to receive in exchange therefor one a check drawn by the Exchange Agent or more certificates representing a bank cashier’s check in the number of shares of Company Shares to which amount that such holder is entitled has the right to receive pursuant to the provisions of Section 1.4(b) hereofthis ARTICLE II. The Merger Consideration shall be paid as promptly as practicable after receipt by the Exchange Agent of the Certificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration. (bc) Each New Century Certificate converted into Company Shares shall, by virtue If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and without any action on that the part Person requesting such delivery of the holder thereofMerger Consideration shall pay to the Exchange Agent any required stock transfer or other similar Taxes or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock outstanding immediately prior to the Effective Time. 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 be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess have any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares Common Stock except as otherwise provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Sharesor by applicable Law. If, after the Effective Time, New Century Certificates are presented for any reasonto the Exchange Agent or Parent, they shall be cancelled and exchanged as for the consideration provided for, and in accordance with the procedures set forth, in this ARTICLE II. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged his, her or its shares of Company Common Stock for the Merger Consideration in accordance with this Section 1.62.14 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s shares of Company Common Stock. Notwithstanding the foregoing, none of Parent, Merger Sub or the Company shall be liable to any holder of shares of Company Common Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property Laws. Any Merger Consideration remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) If any Certificate 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 Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate as contemplated by this ARTICLE II.

Exchange of Certificates. FNFG shall take all steps necessary to cause the Exchange Agent, within five (a5) Upon surrender business days after the Effective Time, to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Company Exchange Agent and instructions for use in effecting the surrender of the certificates representing Certificates for the New Century Shares (collectivelyMerger Consideration and cash in lieu of fractional shares, if any, into which the GLB Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates therefor, as applicable, (i) a certificate representing the that number of shares of Company Shares FNFG Common Stock (if any) to which such former holder is of GLB Common Stock shall have become entitled pursuant to the provisions of Section 1.4(b3.1 or 3.2 hereof, (ii) hereof. a check representing that amount of cash (bif any) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each which such former holder of New Century Shares GLB Common Stock shall thereafter cease have become entitled pursuant to possess any rights with respect to the provisions of Section 3.1 or 3.2 hereof and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of FNFG Common Stock, which such shares, except former holder has the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Certificate surrendered pursuant to the provisions of Section 3.2, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in accordance with lieu of fractional shares. Certificates surrendered for exchange by any person who is an “affiliate” of GLB for purposes of Rule 145(c) under the terms Securities Act shall not be exchanged for certificates representing shares of this Agreement shall be deemed to have been delivered in full satisfaction FNFG Common Stock until FNFG has received the written agreement of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this person contemplated by Section 1.68.4 hereof.

Exchange of Certificates. (a) On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in connection with the Merger ("Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent the funds necessary to make the payments contemplated by Section 1.5 ("Exchange Fund"). For purposes of determining the amount of the Exchange Fund, Parent shall assume that no holder of shares of Company Common Stock will perfect its right to appraisal (as described in Section 1.8). (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for payment therefor. Upon surrender of a Company Stock Certificate to the Company Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the certificates representing Exchange Agent or Parent, (x) the New Century Shares (collectively, the "New Century Certificates"), the holders holder of such New Century Certificates Company Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates representing (as promptly as practicable) cash in an amount equal to the product of the number of shares of Company Shares to which Common Stock represented by such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Company Stock Certificate converted into Company Shares shall, by virtue of and the Merger Consideration, without interest thereon, less the required withholding of Taxes, and without any action on the part of the holder thereof, cease to (y) each Company Stock Certificate so surrendered shall be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b)1.6, each holder Company Stock Certificate (other than Company Stock Certificates representing Dissenting Shares and shares of New Century Shares Company Common Stock canceled pursuant to Section 1.5(c)) shall thereafter cease be deemed, from and after the Effective Time, to possess represent only the right to receive for each share of Company Common Stock represented thereby the Merger Consideration provided for under this Agreement, without any rights interest thereon. If any Company Stock Certificate shall have been lost, stolen or destroyed, Surviving Corporation may, in its discretion and as a condition precedent to the issuance of the Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Surviving Corporation may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or Surviving Corporation with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofStock Certificate. (c) No dividends on After the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century CertificateEffective Time, there shall be paid to such holder no transfers on the amount stock transfer books of dividends, if any, which theretofore became payable, but which were not paid by reason Surviving Corporation of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent Common Stock that were outstanding immediately prior to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century SharesTime. If, after the Effective Time, New Century Company Stock Certificates are presented for any reasonto Surviving Corporation, they shall be cancelled and exchanged as provided for the Merger Consideration in accordance with the procedures set forth in this Section 1.6. (d) From and after the Effective Time, the holders of Company Stock Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by applicable Law. Such holders shall have no rights, after the Effective Time, with respect to such shares of Company Common Stock except to surrender such certificates in exchange for the Merger Consideration pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Section ▇-▇▇▇-▇▇▇ et seq. of the CBCA. (e) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Effective Time occurs 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 1.6 shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration. (f) Each of the Exchange Agent, Parent and 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 state, local or foreign Tax Law or under any other applicable Law. 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. (g) Notwithstanding anything to the contrary in this Section 1.6, none of the Exchange Agent, Parent or Surviving Corporation shall be liable to a holder of a Company Stock Certificate for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Company Stock Certificates are not surrendered prior to two years after the date on which the Effective Time occurs, unclaimed funds payable with respect to such Company Stock Certificates shall, to the extent permitted by applicable Law, become the property of Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange of Certificates. (a) Upon surrender Parent shall authorize American Stock Transfer & Trust Company or one or more other persons reasonably acceptable to Company to act as Exchange Agent hereunder (the "Exchange Agent"). Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail, to former record holders of shares of Company Common Stock who have not previously submitted letters of transmittal together with Certificates, instructions for surrendering their Certificates in exchange for the Merger Consideration. The fees and expenses of the Exchange Agent shall be paid by Parent and Parent shall indemnify the Exchange Agent and Company against actions taken by the Exchange Agent pursuant hereto and pursuant to any Exchange Agent agreement other than for acts or omissions which constitute willful misconduct or gross negligence, pursuant to the Company agreement with the Exchange Agent. (b) Promptly after the Effective Time, Parent shall deliver to the Exchange Agent sufficient shares of Parent Common Stock and cash to satisfy the Merger Consideration. After the Effective Time, upon receipt of Certificates for cancellation, together with a properly completed letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of, and title to, the Certificates shall pass, only upon delivery of the certificates representing Certificates to the New Century Shares (collectivelyExchange Agent) and other requested documents and in accordance with the instructions thereon, the "New Century Certificates"), the holders holder of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates (i) a certificate representing the that number of whole shares of Parent Common Stock into which the shares of Company Shares to which such holder is entitled Common Stock theretofore represented by the Certificates so surrendered shall have been converted pursuant to Section 1 and (ii) a check in the provisions amount of any cash due pursuant to Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without 1. No interest shall be paid or shall accrue on any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofamounts. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Until surrendered in accordance with the terms provisions of this Agreement Section 1.9, each Certificate shall represent for all purposes only the right to receive Merger Consideration and, if applicable, amounts under Section 1.13. Shares of Parent Common Stock into which shares of Company Common Stock shall be converted in the Merger at the Effective Time shall be deemed to have been delivered 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 deliver to the Exchange Agent all documents necessary to evidence and effect such transfer and 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 all rights pertaining the Exchange Agent that such tax has been paid or is not applicable. Beginning the date which is twelve months following the Closing Date, Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate shall look solely to Parent for any amounts to which such New Century Sharesholder may be due, subject to applicable law. IfNotwithstanding any other provisions of this Agreement, any portion of the Merger Consideration remaining unclaimed five years after the Effective TimeTime (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, New Century Certificates are presented for or become property of, any reasongovernmental entity) shall, they shall be cancelled to the extent permitted by law, become the property of Parent free and exchanged as provided in this Section 1.6clear of any claims or interest of any person previously entitled thereto.

Exchange of Certificates. (a) Upon surrender As promptly as practicable after the Effective Time, but in no event later than five (5) Business Days thereafter, GWBI shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Company Common Stock immediately prior to the Company Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration and that has not theretofore submitted its Old Certificates with an Election Form, a letter of transmittal (“Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the certificates Old Certificates to the Exchange Agent and instructions for use in effecting the surrender of the Old Certificates in exchange for the Stock Consideration and/or the Cash Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Sections 1.4(c)(i), 1.5 and 1.6, and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 1.8(b). A Letter of Transmittal shall be deemed properly completed with respect to a holder of Company Common Stock only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding a loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of Company Common Stock covered by such Letter of Transmittal. From and after the New Century Shares (collectivelyEffective Time and the completion of the allocation procedure set forth in Section 1.5, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal or Election Form, as applicable, duly executed, the "New Century Certificates"), the holders holder of such New Century Old Certificate or Old Certificates shall each be entitled to receive in exchange therefor one or more certificates therefor, as applicable, (i) a New Certificate representing the number of shares of Company Shares Stock Consideration to which such holder is of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Sections 1.4(c)(i), 1.5 and 1.6 and/or (ii) a check representing the amount of (A) the Cash Consideration which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates in accordance with, and subject to, Sections 1.4(c)(i), 1.5 and 1.6, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 1.4(c)(iii) and (C) any dividends or distributions which the provisions of holder thereof has the right to receive pursuant to Section 1.4(b) hereof. (b) Each New Century 1.8(b), and the Old Certificate converted into Company Shares shall, by virtue of the Merger and without any action or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the part Cash Consideration or any cash in lieu of fractional shares payable to holders of Old Certificates. Subject to the holder thereofterms of this Agreement and the Letter of Transmittal, cease the Exchange Agent shall have discretion to be outstanding, be cancelled determine whether any Letter of Transmittal has been properly completed and retired and cease to existany Old Certificates properly surrendered or exchanged hereunder. Until surrendered as contemplated by this Section 1.6(b1.8(a), each holder Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the applicable Merger Consideration and any cash in lieu of New Century Shares shall thereafter cease to possess any rights fractional shares or in respect of dividends or distributions as contemplated by this Agreement. (b) No dividends or other distributions declared with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares GWBI Common Stock shall be paid to the holder of any unsurrendered New Century Old Certificate until the holder thereof shall surrender such New Century Old Certificate is surrendered; provided, however, that upon in accordance with the exchange provisions of this Agreement. After the surrender of an New Century Old Certificate, there the record holder thereof shall be paid entitled to receive any such holder the amount of dividendsdividends or other distributions, if anywithout any interest thereon, which theretofore became payable, but which were not paid by reason of the foregoing, had become payable with respect to the number of Stock Consideration which the shares of Company Shares issued upon Common Stock represented by such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to Old Certificate have been delivered in full satisfaction of all rights pertaining converted into the right to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6receive.

Exchange of Certificates. (a) Upon surrender From and after the Effective Time, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled right to receive in exchange therefor one therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or more certificates representing the number of whole shares of Company Shares Parent Common Stock to which such holder is entitled pursuant to the provisions Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of Section 1.4(bthis Agreement, (i) hereof. (b) Each New Century Certificate converted into until holders or transferees of certificates theretofore representing shares of Company Shares shallCommon Stock have surrendered them for exchange as provided herein, by virtue of the Merger and without any action on the part of the holder thereof, cease to no dividends shall be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights paid with respect to any Parent Common Stock shares represented by such shares, except the right certificates and no payment for fractional shares shall be made and (ii) without regard to receive upon when such surrender number of certificates representing shares of Company Shares Common Stock are surrendered for exchange as provided by Section 1.4(b) hereof. (c) No herein, no interest shall be paid on any Parent Common Stock dividends on or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Shares Common Stock, there shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder certificate the amount of dividends, if any, any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Company Shares Parent Common Stock represented by the certificate or certificates issued upon such surrender. Subject . (b) If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall have paid to Parent or its transfer agent any applicable transfer or other taxes required by reason of such issuance. (c) Promptly after the Effective Time, Parent shall make available to the effect, if any, Exchange Agent the certificates representing shares of applicable escheat Parent Common Stock required to effect the exchanges referred to in paragraph (a) above and other laws, following surrender cash for payment of any New Century Certificate, there shall be delivered fractional shares referred to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryin Section 3.4. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, Promptly after the Effective Time, New Century the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Company Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates are presented shall pass, only upon actual delivery of the Company Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of Company Certificates for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock theretofore represented by the Company Certificates so surrendered shall have been converted pursuant to the provisions of Section 3.1, and the Company Certificates so surrendered shall be cancelled. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock for any reasonshares of Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, they escheat or similar laws. (e) Promptly following the date which is nine (9) months after the Effective Time, the Exchange Agent shall deliver to Parent all certificates (including certificates representing shares of any Parent Common Stock), property and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to Parent and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the number of shares of Parent Common Stock to which such person is entitled, without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, Subsidiary or the Surviving Corporation shall be cancelled liable to a holder of Company Common Stock for any Parent Common Stock delivered to a public official pursuant to applicable abandoned property, escheat and exchanged as provided similar laws. (f) In the event any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Company Certificate the Parent Common Stock deliverable in respect thereof determined in accordance with this Section 1.63.3. When authorizing such payment in exchange therefor, 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 Company Certificate to give Parent such indemnity as it may reasonably direct as protection against any claim that may be made against Parent or the Surviving Corporation with respect to the Company Certificate alleged to have been lost, stolen or destroyed.

Exchange of Certificates. (a) Upon After the Effective Time, each holder of a certificate formerly evidencing shares of ACI Common Stock which have been converted pursuant to Section 2.1(b), each holder of a certificate formerly evidencing shares of ACI Class B Preferred Stock which have been converted pursuant to Section 2.1(c), each holder of a certificate formerly evidencing shares of ACI Class C Preferred Stock which have been converted pursuant to Section 2.1(d), upon surrender of the same to First Chicago Trust Company of New York or another exchange agent selected by the Company of the certificates representing the New Century Shares (collectively, the "New Century CertificatesEXCHANGE AGENT")) as provided in Section 2.2(b) hereof, the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one (i) a certificate or more certificates representing the number of shares of Company Shares to Common Stock into which such holder is entitled pursuant to the provisions shares of Section 1.4(b) hereof. (b) Each New Century Certificate ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock shall have been so converted. Until so surrendered, each certificate formerly evidencing shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock which have been so converted into Company Shares shall, by virtue will be deemed for all corporate purposes of the Merger and without any action on the part Company to evidence ownership of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on Common Stock for which the Company Shares shall be paid to the holder shares of any unsurrendered New Century Certificate until such New Century Certificate is surrenderedACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock formerly represented thereby were exchanged; provided, however, that upon surrender until such certificate is so surrendered, no dividend payable to holders of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares record of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld Common Stock as of any date subsequent to the Effective Date Time shall be paid to the holder of such certificate in respect of the shares of Company Common Stock evidenced thereby and such holder shall not be entitled to vote such shares of Company Common Stock. Upon surrender of a certificate formerly evidencing shares of ACI Common Stock , ACI Class B Preferred Stock or ACI Class C Preferred Stock which have been so converted, there shall be paid to the record holder of the certificates of Company Common Stock issued in exchange therefor (i) at the time of such surrender, the amount of dividends and any other distributions theretofore paid with respect to such shares of Company Common Stock as of any date subsequent to the Effective Time to the extent the same has not yet been paid to a public official pursuant to abandoned property, escheat or similar laws and (ii) at the appropriate payment date, the amount of dividends and any 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 date shares. No interest shall be payable with respect to the payment of deliverysuch dividends. (b) As soon as practicable after the Effective Time, the Exchange Agent shall send a notice and a transmittal form to each holder of certificates formerly evidencing shares of ACI Common Stock, each holder of certificates formerly evidencing shares of ACI Class B Preferred Stock and each holder of certificates formerly evidencing shares of ACI Class C Preferred Stock (other than certificates formerly representing shares to be canceled pursuant to Section 2.1(e) and certificates representing ACI Dissenting Shares) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of the Company) such certificates for exchange into certificates evidencing Company Common Stock. Each holder of certificates theretofore evidencing shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock, upon proper surrender thereof to the Exchange Agent together and in accordance with such transmittal form, shall be entitled to receive in exchange therefor certificates evidencing Company Common Stock deliverable in respect of the shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock theretofore evidenced by the certificates so surrendered. At any time following one year after the Effective Time, the Company shall be entitled to require the Exchange Agent to deliver to the Company any consideration issuable or payable in the Merger which had been made available to the Exchange Agent by or on behalf of the Company and which has not been provided or disbursed to holders of certificates representing ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock, and thereafter such holders shall be entitled to look to the Company as general creditors thereof with respect to the consideration issuable or payable in the Merger upon the due surrender of their certificates. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of certificates theretofore representing shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) If any certificate evidencing shares of Company Common Stock is to be delivered to a person other than the person in whose name the certificates surrendered in exchange therefor are registered, it shall be a condition to the issuance of such certificate evidencing shares of Company Common Stock that the certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not required to be paid. (d) All In the event any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Company Shares delivered to will issue in exchange for such lost, stolen or destroyed certificate the New Century Shareholders certificate evidencing shares of Company Common Stock deliverable in respect of the New Century Shares thereof, as determined in accordance with this Article II. When authorizing such issue of the terms certificate for shares of Company Common Stock in exchange therefor, the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (e) Approval and adoption of this Agreement by the stockholders of ACI shall be deemed to have been delivered in full satisfaction constitute, as an integral part of all rights pertaining to such New Century Shares. Ifthe Merger, after ratification of the Effective Timeappointment of, New Century Certificates are presented for any reasonand the reappointment of, they shall be cancelled and exchanged as provided in this Section 1.6said Exchange Agent.

Exchange of Certificates. (a) Upon surrender Subject to Section 1.6 hereof, as soon as practicable after the Effective Time, TeleSpectrum shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Company Effective Time evidenced outstanding shares of the certificates representing the New Century Shares IDRC Common Stock or shares of Series A Preferred Stock (collectively, the "New Century Certificates") (i) a letter of ------------ transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to TeleSpectrum, which shall be in a form and contain any other provisions as TeleSpectrum and IDRC may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration receivable on account of each share of IDRC Common Stock represented thereby or the cash receivable on account of each share of Series A Preferred Stock represented thereby. Upon the proper surrender of Certificates to TeleSpectrum, together with a properly completed and duly executed letter of transmittal and such other documents as may be required by TeleSpectrum, the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more therefor, in the case of holders of IDRC Common Stock, certificates representing the number of shares of Company Shares to which TeleSpectrum Common Stock and Warrants that such holder is entitled has the right to receive pursuant to the provisions terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time and any cash paid in lieu of fractional shares pursuant to Section 1.4(b) hereof1.4(g)), and, in the case of holders of Series A Preferred Stock, cash in payment of the full exchange price and accrued and unpaid dividends. Each Certificate so surrendered shall be canceled. If any portion of the Merger Consideration on account of IDRC Common Stock or cash on account of Series A Preferred Stock is to be paid to a person other than the person who is the record holder of the IDRC Common Stock or Series A Preferred Stock, as applicable, at the Effective Time, it shall be a condition to such payment that the Certificate evidencing the IDRC Common Stock or Series A Preferred Stock so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that it be accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the TeleSpectrum and IDRC that any applicable stock transfer tax has been paid. (b) Each New Century After the Effective Time, each outstanding Certificate converted into Company Shares which theretofore represented shares of IDRC Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstandinguntil surrendered for exchange in accordance with this Section 1.4, be cancelled deemed for all purposes to evidence ownership of whole shares of TeleSpectrum Common Stock and retired and cease Warrants into which the shares of IDRC Common Stock (which, prior to existthe Effective Time, were represented thereby) shall have been so converted. Until surrendered as contemplated by this Section 1.6(b)After the Effective Time, each holder outstanding Certificate which theretofore represented shares of New Century Shares Series A Preferred Stock shall thereafter cease be deemed for all purposes to possess any rights with respect have been converted and to such sharesevidence only that cash amount payable upon conversion, except without the right to receive upon such surrender number of shares of Company Shares as provided any interest from the Effective Time until the time received by Section 1.4(b) hereofthe holder. (c) At the Effective Time, the stock transfer books of IDRC shall be closed and no transfer of any securities of IDRC shall thereafter be made. (d) Neither TeleSpectrum nor IDRC will be liable to any holder of shares of IDRC Common Stock for any Merger Consideration or any dividends or distributions with respect thereto or cash payable in lieu of fractional shares pursuant to Section 1.4(g) hereof or to any holder of shares of Series A Preferred Stock for any cash, in each case which is delivered to a state abandoned property administrator or other public official pursuant to any applicable abandoned property, escheat or similar law. (e) If any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed, TeleSpectrum will deliver in exchange for such lost, stolen or destroyed Certificates, the Merger Consideration or cash, as applicable, for the shares represented thereby, deliverable in respect thereof, as determined in accordance with the terms hereof. When authorizing such payment in exchange for any lost, stolen or destroyed Certificates, the person to whom the Merger Consideration or cash, as applicable, is to be issued, as a condition precedent to such delivery, shall give TeleSpectrum a bond or indemnity reasonably satisfactory to TeleSpectrum, its transfer agent and their respective insurance carriers against any claim that may be made against TeleSpectrum with respect to the Certificates alleged to have been lost, stolen or destroyed. (f) No dividends on dividend or other distribution declared or made after the Company Shares Effective Time with respect to the Merger Consideration with a record date after the Effective Time shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued TeleSpectrum Common Stock issuable upon surrender thereof until the holder of such surrenderCertificate shall surrender such Certificate in accordance with Section 1.4(a). Subject to the effect, if any, effect of applicable escheat and other lawslaw, following surrender of any New Century Certificate, such Certificate there shall be delivered to the holder entitled theretopaid, without interest, to the record holder of certificates representing whole shares of TeleSpectrum Common Stock issued in exchange therefor: (i) at the time of such surrender, the amount of dividends so withheld as or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of any TeleSpectrum 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 of such Certificate and a payment date subsequent to the Effective Date and prior such surrender payable with respect to such date whole shares of deliveryTeleSpectrum Common Stock. (dg) All Company Shares delivered No certificates or scrip evidencing fractional shares of TeleSpectrum Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests shall not entitle the owner thereof to any rights of a stockholder of TeleSpectrum. In lieu of any such fractional shares, each holder of a Certificate previously evidencing IDRC Common Stock, upon surrender of such Certificate for exchange pursuant to this Article I, shall be paid an amount in cash (without interest), rounded to the New Century Shareholders in respect nearest cent, determined by multiplying (a) the closing price for a share of TeleSpectrum Common Stock on the New Century Shares in accordance with Nasdaq National Market System (the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after "NMS") on --- the first business day immediately following the Effective Time, New Century Certificates are presented for any reason, they shall by (b) the fractional interest to which such holder would otherwise be cancelled and exchanged as provided in this Section 1.6entitled (after taking into account all shares of IDRC Common Stock held of record by such holder at the Effective Time).

Exchange of Certificates. (a) Upon surrender Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Company Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the New Century Shares Buyer Common Stock and the cash in lieu of fractional shares into which the Company Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (collectivelywhich shall be subject to the reasonable approval of the Company) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing (x) a certificate for the number of whole shares of Company Shares Buyer Common Stock to which such holder is of the Company Common Stock shall have become entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b3.06 and (y) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder a check representing the amount of dividendscash in lieu of the fractional shares, if any, which theretofore became payablesuch holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 3.06, but which were not paid and the Certificates so surrendered shall forthwith be cancelled. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by reason the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of the foregoing, a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the number Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of the Company 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 Company Shares issued upon Buyer Common Stock until Buyer has received the written agreement of such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryperson contemplated by Section 8.04 hereof. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon Parent shall appoint an agent (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging certificates which immediately prior to the Effective Time evidenced shares of Company Merger Stock (the “Company Certificates”) for the applicable Closing Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to the Company. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, Parent Certificates representing the Closing Merger Consideration to be exchanged or paid in accordance with this Article II, and Parent shall make available from time to time after the Effective Time as necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares with respect to the Closing Merger Consideration pursuant to Section 2.2(i) and any dividends or distributions to which holders of shares of Company Merger Stock may be entitled pursuant to Section 2.2(c). Parent shall send, or shall cause the Exchange Agent to send, to each holder of record of shares of Company Merger Stock, promptly after the Effective Time, (i) a letter of transmittal for use in such exchange (which shall be in form and substance reasonably satisfactory to Parent and the Company and shall specify that the delivery shall be effected, and risk of loss and title in respect of the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent) and (ii) instructions to effect the surrender of the Company Certificates in exchange for the applicable Closing Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). (b) Each holder of shares of Company Merger Stock that have been converted into a right to receive the Merger Consideration and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c), upon surrender to the Exchange Agent of a Company Certificate or Company Certificates, together with a properly completed letter of transmittal covering such shares and such other documents as the certificates representing the New Century Shares (collectivelyExchange Agent may reasonably require, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive the applicable Merger Consideration payable in exchange therefor one or more certificates representing the number respect of such shares of Company Shares Merger Stock. The holder of such Company Certificate, upon its delivery thereof to the Exchange Agent, shall also receive any dividends or other distributions to which such holder is entitled pursuant to the provisions Section 2.2(c) and cash payable in respect thereof in lieu of any fractional shares pursuant to Section 1.4(b) hereof. (b) Each New Century Certificate converted into 2.2(i). Company Shares shall, by virtue Certificates surrendered shall forthwith be canceled as of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existEffective Time. Until surrendered as contemplated by this Section 1.6(b)so surrendered, each holder of New Century Shares such Company Certificate, following the Effective Time, shall thereafter cease to possess any rights with respect to such shares, except represent for all purposes only the right to receive the applicable Merger Consideration, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or other distributions payable in respect thereof pursuant to Section 2.2(c). No interest shall be paid or accrued for the benefit of holders of the Company Certificates on cash amounts payable upon the surrender of such surrender number of shares of Company Shares as provided by Certificates pursuant to this Section 1.4(b) hereof2.2. (c) Whenever a dividend or other distribution is declared or made after the date hereof with respect to Parent Class A Common Stock or Parent Common Stock with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of Parent Class A Common Stock or Parent Common Stock, as applicable, issuable pursuant to this Agreement, including the Escrow Shares. No dividends on or other distributions declared or made after the Company Shares Effective Time with respect to Parent Class A Common Stock or Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered New Century Company Certificate with respect to the Parent Class A Common Stock and Parent Common Stock such holder is entitled to receive until the holder of such New Century Company Certificate is surrendered; providedshall surrender such Company Certificate in accordance with the provisions of this Section 2.2. Subject to applicable Law, however, that upon following surrender of an New Century any such Company Certificate, there shall be paid to such the record holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares certificates representing Parent Class A Common Stock or Parent Common Stock issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretoin exchange therefor, without interest, at the time of such surrender, the amount of dividends so withheld as of any or other distributions with a record date subsequent to after the Effective Date and prior Time theretofore paid with respect to such date of deliveryParent Class A Common Stock or Parent Common Stock. (d) All In the event that a transfer of ownership of shares of Company Shares delivered Merger Stock is not registered in the stock transfer books or ledger of the Company, or if any certificate for the applicable Merger Consideration is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition to the New Century Shareholders issuance thereof that the Company Certificate or Company Certificates so surrendered shall be properly endorsed or otherwise be in respect proper form for transfer and that the Person requesting such exchange shall have paid to the Exchange Agent any transfer or other Taxes required as a result of the New Century Shares issuance of a certificate for Parent Class A Common Stock or Parent Common Stock in accordance with any name other than that of the terms registered holder of this Agreement such shares of Company Merger Stock, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (e) After the Effective Time, there shall be deemed to have been delivered in full satisfaction no further registration of all rights pertaining to such New Century Sharestransfers of shares of Company Common Stock. If, after the Effective Time, New Century Certificates are any Company Certificate formerly representing shares of Company Common Stock is presented to the Surviving Entity, it shall be canceled and exchanged for the applicable Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II. (f) None of Parent, MergerCo, the Company or any of their respective Subsidiaries or Affiliates shall be liable to any holder of shares of Company Merger Stock for any reasonMerger Consideration delivered to a public official pursuant to any applicable abandoned property, they escheat or similar Law. (g) Each of the Exchange Agent, the Surviving Entity, Parent and the Escrow Agent shall be cancelled entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of shares of Company Merger Stock, and from any cash dividends or other distributions that the holder is entitled to receive under Section 2.2(c), such amounts as the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of U.S. federal, state or local tax Law or any other non-U.S. tax Law or any other applicable requirement of Law. The Surviving Entity and Parent hereby agree to, and to use commercially reasonable efforts to cause the Exchange Agent and the Escrow Agent to, remit any such amounts to the appropriate Governmental Authority. To the extent that amounts are so withheld by the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent and remitted to the applicable Governmental Authority, such amounts withheld from the Merger Consideration and such other amounts payable under Section 2.2(c) shall be treated for all purposes of this Agreement as having been received by the holder of the shares of Company Merger Stock in respect of which such deduction and withholding was made by the Exchange Agent, the Surviving Entity, Parent or the Escrow Agent. (h) Any portion of the certificates evidencing the Parent Class A Common Stock, Parent Common Stock, the cash to be paid in respect of fractional shares pursuant to Section 2.2(i), and the cash or other property in respect of dividends or other distributions pursuant to Section 2.2(c) supplied to the Exchange Agent which remains unclaimed by the holders of shares of Company Merger Stock for a period of time longer than twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged as his shares of Company Merger Stock for the applicable Merger Consideration in accordance with this Section 2.2 prior to the time of demand shall thereafter look only to Parent for delivery of the applicable Merger Consideration, and payment of any cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.2(i) and any dividends or distributions with respect to Parent Class A Common Stock and Parent Common Stock to which they were entitled pursuant to Section 2.2(c), in each case, without interest. (i) No certificates representing a fractional share of Parent Class A Common Stock or Parent Common Stock shall be issued in exchange for shares of Company Merger Stock upon the surrender for exchange of a Company Certificate. In lieu of any such fractional share, each holder of shares of Company Merger Stock who would otherwise have been entitled to a fraction of a share of Parent Class A Common Stock or Parent Common Stock upon surrender of Company Certificates for exchange (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.2(j)) shall be paid upon such surrender (and after taking into account and aggregating shares of Parent Class A Common Stock represented by all Company Certificates surrendered by such holder and separately taking into account and aggregating shares of Parent Common Stock represented by all Company Certificates surrendered by such holder) cash (without interest) in an amount equal to the product obtained by multiplying (a) the fractional share interest of Parent Class A Common Stock or Parent Common Stock, as applicable, to which such holder (after taking into account and aggregating all shares of Parent Class A Common Stock or Parent Common Stock, as applicable, represented by all Company Certificates surrendered by such holder) would otherwise be entitled by (b) the Closing Market Price (it being understood that such Closing Market Price shall also be used with respect to any fractional share of Parent Class A Common Stock). In addition, in lieu of the release of any fractional Escrow Share pursuant to the Escrow Agreement, each holder of shares of Company Merger Stock who would otherwise have been entitled to a fraction of an Escrow Share (and after taking into account and aggregating any fractional Escrow Shares to which such holder would otherwise be entitled) shall be paid at such time as the fractional Escrow Share would otherwise have been released to such holder pursuant to the Escrow Agreement a cash payment (without interest) from Parent in an amount equal to the product obtained by multiplying (a) the fractional share interest of an Escrow Share (and after taking into account and aggregating any fractional Escrow Shares to which such holder would otherwise be entitled) to which such holder would otherwise be entitled by (b) the Closing Market Price. Upon payment by Parent for any fractional Escrow Share, such fractional Escrow Share shall be canceled and retired and shall cease to exist. (j) In the event any Company Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the applicable Merger Consideration and any dividends or other distributions as may be required pursuant to this Section 1.6Article II in respect of the shares of Company Merger Stock represented by such lost, stolen or destroyed Company Certificates.

Exchange of Certificates. (a) Upon The Surviving Corporation shall act as Exchange Agent in the Merger. After the Effective Time, each holder of a certificate or certificates theretofore evidencing outstanding shares of Webcast Common Stock, upon surrender of the same, together with a fully completed and executed Letter of Transmittal (as hereinafter defined), to the Company of Surviving Corporation or such other agent or agents as shall be appointed by the certificates representing the New Century Shares (collectivelySurviving Corporation, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the Per Share Merger Consideration multiplied by the number of shares of Company Shares to which such holder is entitled pursuant Webcast Common Stock represented thereby, rounded to the provisions nearest ten-thousandth of a share. Each holder shall provide the Surviving Corporation with the certification described in Section 1.4(b4.6(c) hereofand a properly completed IRS Form W-9, if required. No interest will be paid or accrue on the Per Share Merger Consideration payable upon surrender of such certificate. As soon as practicable after the Effective Time, but in any event, within 20 days, the Surviving Corporation will send a notice and transmittal form (the "LETTER OF TRANSMITTAL") to each holder of an outstanding certificate or certificates which immediately prior to the Effective Time evidenced shares of Webcast Common Stock advising such shareholder of the terms of the exchange effected by the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates for exchange into the shares of StarMedia Common Stock and cash in lieu of fractional shares, constituting the Per Share Merger Consideration. Until so surrendered, each outstanding certificate which, prior to the Effective Time, represented shares of Webcast Common Stock will be deemed for all corporate purposes of Parent to evidence ownership of a right to receive without interest thereon, the number of full shares of StarMedia Common Stock rounded to the lowest whole share multiplied by the number of shares of Webcast Common Stock represented thereby, plus the applicable cash amount, if any, in lieu of fractional shares, constituting the Per Share Merger Consideration. After the Effective Time there shall be no further registration of transfers on the records of the Company of shares of Webcast Common Stock and, if a certificate representing any such shares is presented to the Surviving Corporation, it shall be canceled and exchanged for the Per Share Merger Consideration as herein provided. (b) Each New Century Certificate converted into Company Shares shall, by virtue If payment of the Per Share Merger and without any action on Consideration is to be made to a person other than the part registered holder of the holder thereofcertificate or certificates surrendered in exchange therefor, cease it shall be a condition of such payment that the certificate or certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange pay to be outstanding, be cancelled and retired and cease the Surviving Corporation any transfer or other taxes required by reason of the payment to exist. Until surrendered as contemplated by this Section 1.6(b), each a Person other than the registered holder of New Century Shares shall thereafter cease the certificate or certificates surrendered or establish to possess any rights with respect to the satisfaction of the Surviving Corporation that such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereoftax has been paid or is not payable. (c) No dividends on Notwithstanding anything to the Company Shares contrary in this Section 3.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be paid liable to the a holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented Webcast Common Stock for any reasonamount properly paid to a public official pursuant to any applicable abandoned property, they shall be cancelled and exchanged as provided in this Section 1.6escheat or similar law.

Exchange of Certificates. Certificates representing (ai) Upon surrender shares of Pubco Common Stock shall be issued to the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of Company Units and Parent Common Stock, (ii) shares of Pubco Common Stock and Pubco Investor Warrants shall be issued to holders of Parent Financing Sub Preferred Stock and (iii) shares of Pubco Common Stock, Pubco Series A Preferred Stock (if applicable) and Pubco Investor Warrants shall be issued to the holders of Company Financing Sub Preferred Stock, in each case, upon surrender of the applicable Stock Certificates (if such New Century Stock Certificates were issued) as provided for herein or otherwise agreed by the Parties. Upon surrender of the applicable Stock Certificates (if such Stock Certificates were issued) (or in the case of a lost, stolen or destroyed Stock Certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.10(f)) for cancellation to Pubco or to such other agent or agents as may be appointed by Pubco, Pubco shall issue, or cause to be issued, to each be entitled to receive in exchange therefor one or more holder of the Stock Certificates such certificates representing the number of shares of Pubco Common Stock, shares of Pubco Series A Preferred Stock and Pubco Investor Warrants, as applicable, for which their Company Shares to which such holder is entitled Units, Parent Common Stock, Parent Financing Sub Preferred Stock and Company Financing Sub Preferred Stock are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 1.10(e), and the provisions Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, (i) outstanding Company Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the Per Company Unit Consideration (as it may be adjusted after the Closing pursuant to Section 1.15) plus the Earnout Consideration, if any, pursuant to this Article I, (ii) outstanding Parent Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive Pubco Common Stock in accordance with Section 1.8(a) (subject to the last sentence of Section 1.4(b1.8(a)), (iii) hereof. outstanding Parent Financing Sub Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the Per Parent Financing Sub Preferred Stock Consideration pursuant to this Article I, (biv) Each New Century Certificate converted into outstanding Company Shares shallFinancing Sub Certificates will be deemed, by virtue from and after the Effective Time, to evidence only the right to receive the Per Company Financing Sub Preferred Stock Consideration pursuant to this Article I. For the avoidance of doubt, in the event that any of the Merger shares of Company Financing Sub Preferred Stock or Parent Financing Sub Preferred Stock are kept in book entry form and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights Stock Certificates are not issued with respect to such shares, except the right holders of such shares shall not be required to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, provide Stock Certificates with respect to such shares in order to receive the number of consideration for such shares of Company Shares issued upon such surrenderunder this Agreement. Subject Notwithstanding anything to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided contrary in this Section 1.61.10, in lieu of receiving stock certificates, holders of Company Financing Sub Preferred Stock and Parent Financing Sub Preferred Stock shall be entitled to receive their shares of Pubco Common Stock through electronic crediting of such securities as designated by such holder through the Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) service.”

Exchange of Certificates. (a) Within five days following the Effective Time, the Exchange Agent (as defined below) shall mail to each holder of record of Company Common Stock immediately prior to the Effective Time (other than Excluded Shares) (i) a letter of transmittal (the “Company Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Company certificates representing shares of Company Common Stock (the “Certificates”) shall pass, only upon delivery of such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. (b) Upon surrender to the Exchange Agent of a Certificate, together with the Company Letter of Transmittal, duly executed and completed in accordance with the certificates representing the New Century Shares (collectivelyinstructions thereto, and only upon such surrender, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive receive, in exchange therefor one therefor, and Parent shall promptly cause to be delivered to such holder, a check or more certificates representing wire transfer for the number amount of shares of Company Shares Merger Consideration to which such holder is entitled entitled, after giving effect to any required tax withholdings. The Certificates surrendered pursuant to this Section 2.3(b) shall forthwith be cancelled. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of an affidavit of that fact from the provisions of Section 1.4(b) hereof. (b) Each New Century holder claiming such Certificate converted into Company Shares shallto be lost, by virtue of mislaid, stolen or destroyed and a lost certificate indemnity, the Exchange Agent shall issue to such holder the Merger and without any action on Consideration into which the part of the holder thereofshares represented by such lost, cease to be outstandingstolen, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares mislaid or destroyed Certificate shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofhave been converted. (c) No dividends interest will be paid or will accrue on the Company Shares amount payable upon the surrender of any Certificate. If payment is to be made to a Person other than the registered holder of the Certificate surrendered, it shall be paid to a condition of such payment that the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there so surrendered shall be paid to properly endorsed and otherwise in proper form for transfer, as reasonably determined by the Exchange Agent or Parent, and that the Person requesting such holder the amount of dividends, if any, which theretofore became payable, but which were not paid payment shall pay any transfer or other taxes required by reason of the foregoingpayment to a Person other than the registered holder of the Certificate surrendered or establish to the reasonable satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not payable. One year following the Effective Time, Parent shall be entitled to cause the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Agent which have not been disbursed to holders of certificates formerly representing shares of Company Common Stock outstanding immediately prior to the Effective Time, and thereafter such holders shall be entitled to look to the Parent only as general creditors thereof with respect to the number of shares of Company Shares issued cash payable upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following due surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliverytheir Certificates. (d) All In the event of a transfer of ownership of Company Shares delivered Common Stock which is not registered in the transfer records of the Company, Merger Consideration may be paid or issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantees 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 of the Merger Consideration to a Person other than the registered holder of such Certificate or establish to the New Century Shareholders in respect satisfaction of Parent that such tax has been paid or is not applicable. (e) The Merger Consideration paid upon the New Century Shares surrender for exchange of Certificates in accordance with the terms of this Agreement ARTICLE II shall be deemed to have been delivered paid and issued in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such New Century SharesCertificates. If, after At the Effective Time, New Century Certificates are presented for any reason, they the stock transfer books of the Company shall be cancelled closed, and exchanged as provided in this Section 1.6there shall be no further registrations of transfers of shares of Company Common Stock thereafter on the records of the Company.

Exchange of Certificates. BMBC shall cause the Exchange Agent, within ten (a10) Upon surrender Business Days after the Effective Time (subject to extension as the Exchange Agent may reasonably request), to mail to each holder of a Certificate or Certificates, a letter of transmittal for return to the Company Exchange Agent and instructions for use in effecting the surrender of the certificates representing Certificates for the New Century Shares Merger Consideration (collectivelyand cash in lieu of fractional shares), if any, into which the RBPI Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall be subject to the approval of RBPI (which shall not be unreasonably withheld, conditioned or delayed) and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates therefor, as applicable, (a) a certificate representing the number aggregate amount of shares of Company Shares Per Share Merger Consideration to which such former holder is of RBPI Common Stock shall have become entitled pursuant to the provisions of Section 1.4(b) 3.1 hereof. , and (b) Each New Century a check representing the aggregate amount of cash (if any) payable in lieu of fractional shares of BMBC Common Stock (rounded to the nearest whole cent), to which such former holder of RBPI Common Stock shall have become entitled pursuant to the provisions of Section 3.1 hereof, and the Certificate converted into Company Shares shall, by virtue of the Merger and without any action so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the part cash payable in lieu of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such fractional shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon From time to time, on or prior to or after the Effective Time, Mergeparty shall deposit or cause to be deposited with an exchange agent selected by Mergeparty and not reasonably disapproved of by American (the "Exchange Agent") in trust for the benefit of the holders of American Common Stock cash in amounts and at times necessary for the prompt payment of the Cash Consideration, and American shall deposit or cause to be deposited with the Exchange Agent in trust for the benefit of the holders of American Common Stock shares of Tower Common Stock in amounts and at times necessary for the prompt delivery of the Tower Stock Consideration, if any, upon the surrender of Certificates. (b) Not more than five (5) business days subsequent to the Company of the certificates representing the New Century Shares (collectivelyEffective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of American Common Stock (the "New Century Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as American and Mergeparty may agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the Merger Consideration multiplied by the number of shares of Company Shares American Common Stock formerly represented by such Certificates. The amount of Cash Consideration paid to the holder of Certificates shall be in the form of a wire transfer of immediately available funds if so requested by any holder entitled to receive not less than $500,000 in cash, and the cost of such wire transfers shall be borne by the Surviving Corporation. Such letter of transmittal and instructions shall be available at the Closing for holders of American Common Stock. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of American Common Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (c) Promptly following the date which is six (6) months after the Closing Date, the Exchange Agent shall deliver to Mergeparty all cash and any shares of Tower Common Stock in its possession relating to the transactions described in this Agreement that remain unclaimed, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar Laws) receive in exchange therefor the aggregate Merger Consideration to which such holder is entitled pursuant entitled, without any interest thereon, but together with dividends and distributions, if any, paid by American Tower on or with respect to the Tower Common Stock in accordance with the provisions of Section 1.4(b) hereof3.2(d). (bd) Each New Century Certificate converted into Company Shares shallNotwithstanding any other provisions of this Agreement, by virtue no dividends or other distributions declared after the earlier to occur of the Tower Merger and without any action Effective Time or the Effective Time on the part of the holder thereof, cease to Tower Common Stock shall be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights paid with respect to such shares, except the right to receive upon such surrender number of any shares of Company Shares Tower Common Stock represented by a Certificate until such Certificate is surrendered for exchange as provided by Section 1.4(b) hereof. (c) No dividends on herein or, if the Company Shares Tower Merger Effective Time shall have occurred, as provided in the Tower Merger Agreement. Subject to the effect of Applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares Tower Common Stock issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretoin exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends so withheld as or other distributions with a record date after the earlier to occur of the Tower Merger Effective Time or the Effective Time theretofore payable with respect to such shares of Tower 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 amount of dividends or other distributions with a record date after the earlier to occur of the Tower Merger Effective Time or the Effective Time but prior to surrender and a payment date subsequent to the Effective Date and prior surrender payable with respect to such date shares of deliveryTower Common Stock, less the amount of any withholding taxes which may be required thereon. (de) All Company Shares If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the New Century Shareholders Person in respect whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to the delivery of the New Century Shares Merger Consideration that the Certificate so surrendered shall be properly endorsed or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the terms transmittal letter) and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Exchange Agent any transfer or other Taxes payable by reason of the foregoing or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not required to be paid. (f) In the event any Certificate 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 subject to such other reasonable conditions as the Exchange Agent may impose, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration (to the extent applicable) deliverable in respect thereof as determined in accordance with this Agreement shall Article. When authorizing such issue of the Merger Consideration in exchange therefor, the Exchange Agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate (if other than a recognized financial institution) to give the Exchange Agent a bond or other surety in such sum as it may reasonably direct as indemnity against any Claim that may be deemed made against the Exchange Agent with respect to the Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, stolen or destroyed. (g) At and after the Effective Time, New Century the holder of a Certificate shall cease to have any rights as a holder of shares of American Common Stock, except for the right to surrender Certificates are presented in the manner prescribed by Section 3.2 in exchange for any reasondelivery of the Merger Consideration, they or, in the case of a holder of Dissenting Shares, the right to perfect the right to receive payment for Dissenting Shares pursuant to Section 262 of the DCL. (h) The Surviving Corporation shall be cancelled entitled to, or shall be entitled to cause the Exchange Agent to, deduct and exchanged withhold from the consideration otherwise deliverable pursuant to this Agreement to any holder of shares of American Common Stock such amounts as provided 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 by the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered to the holder of the shares of American Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent. (i) The Exchange Agent shall invest any funds held by it for purposes of this Section 1.63.2 as directed by Mergeparty, on a daily basis. Any interest and other income resulting from such investments shall be paid to Mergeparty and any risk of loss resulting from such investments shall be borne by Mergeparty.

Exchange of Certificates. After the Effective Date, each holder of ------------------------ an outstanding certificate or certificates (a) Upon surrender to the Company of the certificates representing the New Century Shares (collectively, the "New Century ViComp Stock Certificates") theretofore representing shares of ViComp Common Stock and/or ViComp Preferred Stock, upon surrender thereof to such bank, trust company or other person as shall be designated by Digital (the "Transfer Agent"), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one a certificate or more certificates representing the number of whole shares of Company Shares to Digital Common Stock into which the shares of ViComp Common Stock and ViComp Preferred Stock theretofore represented by such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existsurrendered certificate or certificates shall have been converted. Until surrendered as contemplated by this Section 1.6(b)so surrendered, each holder outstanding certificate theretofore representing shares of New Century Shares ViComp Common Stock and ViComp Preferred Stock shall thereafter cease be deemed for all purposes in respect of Digital Common Stock, to possess any rights with respect represent the number of whole shares of Digital Common Stock into which the shares of ViComp Common Stock and ViComp Preferred Stock theretofore represented thereby shall have been converted. No dividend or distribution, if any, payable to such shares, except the right to receive upon such surrender number holders of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares Digital Common Stock shall be paid to the holder holders of any unsurrendered New Century Certificate until such New Century Certificate is surrenderedcertificates theretofore representing shares of ViComp Common Stock or ViComp Preferred Stock; provided, -------- however, that upon surrender and exchange of an New Century Certificatesuch ViComp Stock Certificates, ------- there shall be paid to such holder the amount record holders of dividendsthe stock certificate or certificates issued in exchange therefor, the amount, without interest thereon, of dividends or other distributions, if any, which theretofore became payable, but which were not paid by reason of subsequent to the foregoing, Effective Date have been declared and become payable with respect to the number of whole shares of Company Shares issued upon such surrender. Subject to Digital Common Stock into which the effect, if any, shares of applicable escheat ViComp Common Stock and other laws, following surrender of any New Century Certificate, there ViComp Preferred Stock theretofore represented thereby shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction converted. The certificate or certificates representing the shares of all rights pertaining to such New Century SharesDigital Common Stock into which the shares of ViComp Common Stock and ViComp Preferred Stock shall have been converted shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT (A COPY OF WHICH IS ON FILE WITH SECRETARY OF THE COMPANY). IfSUCH SHARES MAY NOT BE SOLD, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT AND UNLESS REGISTERED UNDER SAID ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE IN THE OPINION OF COUNSEL FOR THE ISSUER."

Exchange of Certificates. (a) Upon surrender Not fewer than five days prior to dissemination of a proxy statement in preliminary and definitive form relating to the Company ARPI Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), AMH shall appoint a bank or trust company reasonably satisfactory to ARPI to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the certificates representing Merger Consideration and the New Century Fractional Share Consideration, as provided in Section 3.1(b) and Section 3.8. On or before the Partnership Merger Effective Time, AMH shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of AMH Common Shares in book-entry form issuable pursuant to Section 3.1(b) equal to the aggregate Merger Consideration, and (collectivelyii) cash in immediately available funds in an amount sufficient to pay the Fractional Share Consideration and any dividends under Section 3.5(d) (such evidence of book-entry AMH Common Shares and cash amounts, together with any dividends or other distributions with respect thereto, the "New Century Certificates"“Exchange Fund”), in each case, for the sole benefit of the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company ARPI Common Stock. AMH shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, payment of the Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on AMH Common Shares to which such holder is entitled pursuant to in accordance with Section 3.5(d) out of the provisions of Section 1.4(b) hereofExchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose. (b) Each New Century Certificate converted into Company Shares shall, by virtue The cash portion of the Merger Exchange Fund shall be invested by the Exchange Agent as directed by AMH. Interest and without any action other income on the Exchange Fund shall be the sole and exclusive property of AMH. No investment of the Exchange Fund shall relieve AMH or the Exchange Agent from making the payments required by this Article III, and following any losses from any such investment, AMH shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy AMH’s obligations hereunder for the benefit of the holders of shares of ARPI Common Stock at the Parent Merger Effective Time, which additional funds will be deemed to be part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofExchange Fund. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon surrender From and after the Effective Time, a bank or trust company to be designated by Acquisition Corp. and reasonably acceptable to the Company (the "PAYING AGENT") shall act as paying agent in effecting the exchange for the Merger Consideration of certificates that, prior to the Effective Time, represented Public Shares entitled to payment pursuant to Section 1.03. Upon the surrender of each such certificate and the delivery by the Paying Agent of the certificates representing the New Century Shares (collectivelyMerger Consideration in exchange therefore, the "New Century Certificates")certificates that, prior to the holders of Effective Time, represented outstanding Public Shares shall forthwith be canceled. Until so surrendered and exchanged, each such New Century Certificates certificate shall each be entitled represent solely the right to receive in exchange therefor one or more certificates representing the Merger Consideration multiplied by the number of shares Public Shares represented by such certificate. Upon the surrender and exchange of Company such outstanding certificate, the holder shall receive the Merger Consideration, without any interest thereon. If any cash is to be paid to a person other than a person in whose name such surrendered certificate is registered, it shall be a condition to such payment or exchange that the person requesting such payment or exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such cash to a name other than that of the registered holder of such surrendered certificate, or such person shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party to any such exchange shall be liable to a holder of Public Shares for any Merger Consideration delivered to which such holder is entitled a public official pursuant to the provisions of Section 1.4(b) hereofapplicable abandoned property laws. (b) Each New Century Certificate converted into Company Shares shallAt or prior to the Effective Time, by virtue of Acquisition Corp. shall provide the Paying Agent with sufficient cash to pay the Merger and without any action on the part of the holder thereof, cease Consideration to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Public Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofentitled thereto. (c) No dividends on Promptly following the Company Shares date which is six months after the Effective Time, the Paying Agent shall be paid return to the Surviving Corporation all cash (together with all interest earned thereon) and other instruments in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, a certificate that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect immediately prior to the number of shares of Company Effective Time represented Public Shares issued upon may surrender such surrender. Subject certificate to the effectSurviving Corporation and (subject to applicable abandoned property, if any, of applicable escheat and other similar laws, following surrender of any New Century Certificate, there shall be delivered to ) receive in exchange therefore the holder entitled theretoMerger Consideration, without interest, but shall have no greater rights against the amount Surviving Corporation than may be accorded to general creditors of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliverySurviving Corporation under Delaware law. (d) All Company Shares delivered Promptly after the Effective Time, the Paying Agent shall mail to each record holder of certificates that immediately prior to the New Century Shareholders Effective Time represented (a) Public Shares a form of letter of transmittal and instructions for use in respect surrendering such certificates and receiving the Merger Consideration therefore, and (b) Continuing Shares a form of letter of transmittal and instructions for use in surrendering such certificates and receiving new certificates for Acquisition Corp. Shares. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the New Century Shares in accordance with Company or the terms Surviving Corporation of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century any Public Shares. If, after the Effective Time, New Century Certificates certificates that immediately prior to the Effective Time represented Public Shares are presented for any reasonto the Surviving Corporation or the Paying Agent, they shall be cancelled canceled and exchanged for the Merger Consideration, as provided in this Section 1.61.03 hereof, subject to applicable law in the case of Dissenting Shares.

Exchange of Certificates. (a) Upon surrender Prior to the Closing Date, Parent shall select a bank or trust company to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates (each, a "Certificate" and together, the "Certificates") evidencing shares of Company Common Stock converted into shares of Parent Common Stock pursuant to the Merger. At the Effective Time, Parent shall deposit with the Exchange Agent one or more certificates representing the New Century Shares shares of Parent Common Stock to be issued in the Merger (collectively, the "New Century CertificatesMerger Stock"), which shares of Merger Stock shall be deemed to be issued at the holders Effective Time. At and following the Effective Time, Parent shall deliver to the Exchange Agent such cash as may be required from time to time to make payment of cash in lieu of fractional shares in accordance with Section 1.4(i) hereof. (b) As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, which shall be in a form and contain any other provisions as Parent and the Surviving Entity may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon the proper surrender of Certificates to the Exchange Agent, together with a properly completed and duly executed letter of transmittal and such other documents as may be required by the Exchange Agent, the holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the 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 Effective Time and any cash paid in lieu of fractional shares pursuant to Section 1.4(i)), 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 Shares to which such holder Common Stock is entitled pursuant presented to the provisions of Section 1.4(b) hereofExchange Agent, accompanied by all documents required to properly evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Entity and Parent that any applicable stock transfer tax has been paid. (bc) Each New Century After the Effective Time, each outstanding Certificate converted into which theretofore represented shares of Company Shares Common Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstandinguntil surrendered for exchange in accordance with this Section 1.4, be cancelled and retired and cease deemed for all purposes to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except evidence the right to receive upon such surrender 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) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Entity 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 twelve months after the Effective Time, and any cash deposited with the Exchange Agent pursuant to Section 1.4(a) hereof, and not exchanged for fractional interests pursuant to Section 1.4(i) hereof for Company Common Stock within twelve months after the Effective Time, shall be returned by the Exchange Agent to the Surviving Entity 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 Shares as provided by Section 1.4(b) hereofCommon Stock shall thereafter be made. (cf) None of Parent, Merger Sub, the Company, the Surviving Entity or the Exchange Agent will be liable to any holder of shares of Company Common Stock for any shares of Merger Stock, dividends or distributions with respect thereto or cash payable in lieu of fractional shares pursuant to Section 1.4(i) hereof delivered to a state abandoned property administrator or other public official pursuant to any applicable abandoned property, escheat or similar law. (g) If any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificates the Merger Stock for the shares represented thereby, deliverable in respect thereof, as determined in accordance with the terms hereof. When authorizing such payment in exchange for any lost, stolen or destroyed Certificates, the owner of such Certificate, as a condition precedent to such delivery, shall give Parent a bond satisfactory to Parent against any claim that may be made against Parent with respect to the Certificates alleged to have been lost, stolen or destroyed. (h) No dividends on dividend or other distribution declared or made after the Company Shares Effective Time with respect to the Merger Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued Merger Stock issuable upon surrender thereof until the holder of such surrenderCertificate shall surrender such Certificate in accordance with Section 1.4(b). Subject to the effect, if any, effect of applicable escheat and other lawslaw, following surrender of any New Century Certificate, such Certificate there shall be delivered to the holder entitled theretopaid, without interest, to the record holder of certificates representing whole shares of Merger Stock issued in exchange therefor: (i) at the time of such surrender, the amount of dividends so withheld as or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of any 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 the Effective Date and prior such surrender payable with respect to such date whole shares of deliveryMerger Stock. No holder of Company Common Stock shall be entitled to any interest on any cash amount payable for fractional interests pursuant to Section 1.4(i) hereof. (di) All No certificates or scrip evidencing fractional shares of Merger Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests shall not entitle the owner thereof to any rights of a shareholder of Parent. In lieu of any such fractional shares, each holder of a Certificate previously evidencing Company Shares delivered Common Stock, upon surrender of such Certificate for exchange pursuant to this Article I, shall be paid an amount in cash (without interest), rounded to the New Century Shareholders in respect nearest cent, determined by multiplying (i) the closing price for a share of Parent Common Stock on the Nasdaq National Market on the date of the New Century Shares in accordance with Effective Time by (ii) the terms fractional interest to which such holder would otherwise be entitled (after taking into account all shares of this Agreement shall be deemed to have been delivered in full satisfaction Company Common Stock held of all rights pertaining to record by such New Century Shares. If, after holder at the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6).

Exchange of Certificates. (a) Upon surrender to At the Company Effective Time, shares of Atom Common Stock and Atom Preferred Stock that are outstanding immediately prior thereto will, by virtue of the certificates representing Merger and without further action, cease to exist, and all such shares will be converted into the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled right to receive in exchange therefor one or more certificates representing from Shockwave the number of shares of Company Shockwave Merger Shares to which such holder is entitled pursuant to Section 2.1, subject to the provisions of Section 1.4(b2.1(e) hereof. regarding the elimination of fractional Merger Shares), Section 2.1(f) (bregarding Dissenting Shares) Each New Century Certificate converted into Company Shares shall, by virtue and Section 2.5 (regarding the withholding of Escrow Shares). At the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b)Closing, each holder of New Century shares of Atom Common Stock and Atom Preferred Stock that are outstanding immediately prior thereto will surrender either (i) the certificate(s) for such shares (each a "ATOM CERTIFICATE"), duly endorsed to Shockwave for cancellation as of the Effective Time, or (ii) an affidavit of lost certificate and an indemnity in form and substance reasonable satisfactory to Shockwave (the "AFFIDAVIT"). Promptly after the Effective Time and receipt of such Atom Certificate or Affidavit, as the case may be: (a) Shockwave or its transfer agent will issue to each tendering holder of an Atom Certificate or an Affidavit, certificates (a "TENDERING ATOM HOLDER") for the number of Shockwave Merger Shares shall thereafter cease to possess any rights with respect which such holder is entitled pursuant to Section 2.1, subject to the provisions of Section 2.1(e) (regarding the elimination of fractional Merger Shares), Section 2.1(f) (regarding Dissenting Shares) and Section 2.5 (regarding the withholding of Escrow Shares); and (b) Shockwave or its transfer agent will pay by check to each Tendering Atom Holder cash in the amounts payable to such shares, except holder in accordance with the right to receive upon such surrender number provisions of shares of Company Shares as provided by Section 1.4(b) hereof. Sections 2.1(f). 50 52 (cb) No dividends on or distributions payable to holders of record of Shockwave Common Stock or Shockwave Preferred Stock after the Company Shares shall Effective Time will be paid to the holder of any unsurrendered New Century Atom Certificate unless and until the holder of such New Century unsurrendered Atom Certificate is surrendered; provided, however, that upon surrender of surrenders such Atom Certificate or an New Century Certificate, there shall be paid Affidavit to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrenderShockwave as provided above. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century CertificateAtom Certificate or Affidavit, there shall will be delivered to the holder person entitled thereto, without interest, the amount of any dividends and distributions theretofore paid with respect to Shockwave Common Stock so withheld as of any date subsequent to the Effective Date Time and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. (a) Upon surrender Prior to the Company Effective Time, Holdings shall appoint a bank or trust company reasonably satisfactory to Basic and Grey Wolf to act as exchange agent (the “Exchange Agent”). Holdings shall deposit, or cause to be deposited with the Exchange Agent, for the benefit of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of shares of Grey Wolf Common Stock and Basic Common Stock for exchange in accordance with this Article 2, (i) certificates (or evidence of Holdings Book-Entry Shares) representing the aggregate number of shares of Holdings Common Stock to be issued as Basic Stock Consideration and Grey Wolf Stock Consideration pursuant to Sections 2.6(a) and 2.8(a) and delivered pursuant to this Section 2.11 in exchange for outstanding shares of Grey Wolf Common Stock and Basic Common Stock, respectively, (ii) cash in the aggregate amount of the Basic Cash Consideration and the Grey Wolf Cash Consideration pursuant to Sections 2.6(a) and 2.8(a), and (iii) when and as needed, Holdings shall provide the Exchange Agent cash sufficient to pay cash in lieu of fractional shares of Holdings Common Stock (such New Century cash and certificates (or evidence of Holdings Book-Entry Shares) for shares of Holdings Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). (b) Promptly after the Effective Time, Holdings shall cause the Exchange Agent to mail to each holder of shares of Basic Common Stock or Grey Wolf Common Stock: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and shall each be in such form and have such other provisions as Holdings may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for Holdings Common Stock, the Basic Cash Consideration or Grey Wolf Cash Consideration (as applicable), any unpaid dividends and distributions on shares of Holdings Common Stock in accordance with Section 2.11(c) and cash in lieu of fractional shares in accordance with Section 2.11(e). Upon surrender of a Certificate or transfer of the Uncertificated Shares for cancellation to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Basic Common Stock or Grey Wolf Common Stock shall be entitled to receive in exchange therefor one or more certificates (A) shares of Holdings Common Stock, and (B) a check representing the number amount of shares cash (including the Basic Cash Consideration or Grey Wolf Cash Consideration (as applicable) and cash in lieu of Company Shares to fractional shares, if any), and unpaid dividends and distributions (if any), which such holder is entitled has the right to receive pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century this Article 2, after giving effect to any required withholding tax, and, if applicable, the Certificate converted into Company Shares shall, by virtue of the Merger and without any action so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the part Basic Cash Consideration, Grey Wolf Cash Consideration, cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Basic Common Stock or Grey Wolf Common Stock. In the holder thereofevent of a transfer of ownership of Grey Wolf Common Stock that is not registered in the transfer records of Grey Wolf or a transfer of ownership of Basic Common Stock that is not registered in the transfer records of Basic, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender proper number of shares of Company Shares Holdings Common Stock, together with a check for the Basic Cash Consideration or Grey Wolf Cash Consideration, as provided the case may be, and cash to be paid in lieu of fractional shares and unpaid dividends and distributions (if any), may be issued to such a transferee if the Certificate or Uncertificated Share representing such Grey Wolf Common Stock or Basic Common Stock, as the case may be, is presented to the Exchange Agent, accompanied by Section 1.4(b) hereofall documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. The shares of Holdings Common Stock constituting part of the Merger Consideration, at Holdings’ option, shall be Holdings Book-Entry Shares, unless a physical certificate is requested by a holder of Basic Common Stock or Grey Wolf Common Stock. (c) No Notwithstanding any other provisions of this Agreement, no dividends on or other distributions declared or made after the Company Shares Effective Time with respect to shares of Holdings Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that or any Uncertificated Shares not transferred with respect to the shares of Holdings Common Stock issuable upon surrender of an New Century Certificatesuch Certificate or transfer of such Uncertificated Share as a result of the conversion provided in this Article 2 until such Certificate is surrendered or Uncertificated Share is transferred as provided herein. Following such surrender or transfer, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretopaid, without interest, to the Person in whose name such shares of Holdings Common Stock have been registered, (i) promptly after the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to this Section 2.11 and the amount of all dividends so withheld as or other distributions with a record date after the Effective Time and paid prior to the time of any such surrender or transfer with respect to such shares of Holdings Common Stock, and (ii) at the appropriate payment date, the amount of all dividends or other distributions with a record date after the Effective Time and prior to the time of such surrender or transfer and with a payment date subsequent to the Effective Date and prior time of such surrender or transfer payable with respect to such date shares of deliveryHoldings Common Stock. (d) All Company Shares delivered After the Effective Time, (i) there shall be no transfers on the stock transfer books of Grey Wolf of the shares of Grey Wolf Common Stock which were outstanding immediately prior to the New Century Shareholders in respect Effective Time and (ii) there shall be no transfers on the stock transfer books of the New Century Shares in accordance with Basic of the terms shares of this Agreement shall be deemed Basic Common Stock which were outstanding immediately prior to have been delivered in full satisfaction of all rights pertaining to such New Century Sharesthe Effective Time. If, after the Effective Time, New Century Certificates or Uncertificated Shares are presented for any reasonto Holdings, they the presented Certificates or Uncertificated Shares shall be cancelled and exchanged for shares of Holdings Common Stock, the Basic Cash Consideration or the Grey Wolf Cash Consideration, as the case may be, and cash in lieu of fractional shares and unpaid dividends or distributions, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article 2. (e) No fractional shares of Holdings Common Stock shall be issued pursuant to this Agreement. All fractional shares of Holdings Common Stock that a holder of shares of Basic Common Stock or Grey Wolf Common Stock would otherwise be entitled to receive as a result of the Mergers shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash without interest equal to such fraction of a share of Holdings Common Stock multiplied by the closing sale price of a share of Holdings Common Stock on the NYSE on the first trading day immediately following the Effective Time. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any certificates for shares of Holdings Common Stock) that remains undistributed to the former stockholders of Grey Wolf or Basic one year after the Effective Time shall be delivered to Holdings. Any former stockholders of Grey Wolf or Basic who have not theretofore complied with this Section 2.11 shall thereafter look only to Holdings for their shares of Holdings Common Stock, their Basic Cash Consideration or Grey Wolf Cash Consideration, as the case may be, and cash in lieu of fractional shares and for any unpaid dividends and distributions, if any, on the shares of Holdings Common Stock deliverable to such former stockholder pursuant to this Agreement. (g) None of Holdings, Basic, Grey Wolf, the Exchange Agent or any other Person shall be liable to any Person for any portion of the Exchange Fund properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate 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 Holdings, the posting by such Person of a bond in such reasonable amount as Holdings may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate shares of Holdings Common Stock, the Basic Cash Consideration or Grey Wolf Cash Consideration, as the case may be, and cash in lieu of fractional shares and unpaid dividends and distributions, if any, on shares of Holdings Common Stock, as provided in Section 2.11(c), deliverable in respect thereof pursuant to this Section 1.6Agreement. (i) If any portion of the Basic Merger Consideration or the Grey Wolf Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment 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 is not payable.

Exchange of Certificates. (a) Upon surrender Each Company Stockholder shall complete and provide to Parent an executed letter of transmittal in substantially the form attached hereto as EXHIBIT E (a “Letter of Transmittal”) and Investment Rep Letter and shall deliver to Parent such Company Stockholder’s share certificates evidencing the Company Capital Stock held by such Company Stockholder (or an affidavit of loss as described below) duly endorsed in blank, or accompanied by share powers duly executed in blank, in a form satisfactory to Parent and with all required share transfer tax stamps affixed, and such other documents as Parent may reasonably request (the “Eligible Company Securities Documents”). After the Effective Time, subject to the holder’s delivery to Parent of a duly executed Letter of Transmittal and the Eligible Company Securities Documents, Parent shall promptly deliver to such Company Stockholder the cash amount and share certificates evidencing the shares of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of Parent Common Stock that such New Century Certificates shall each be Company Stockholder is entitled to receive at Closing pursuant to Section 1.5(c) or Section 1.5(d), as applicable, and the share certificates so surrendered shall forthwith be canceled; provided that Parent may elect to pay cash in exchange therefor one or more certificates representing the number lieu of shares of Parent Common Stock any amounts payable from time to time hereunder that would otherwise be paid in shares of Parent Common Stock to any Company Shares Stockholder that is an Unaccredited Stockholder. For clarity, any such shares of Parent Common Stock that would otherwise have been delivered to which such holder is entitled Company Stockholder if not for the foregoing sentence shall be deducted from the aggregate shares of Parent Common Stock otherwise payable hereunder and not from the Closing Stockholder Cash Consideration. From and after the Effective Time, each share certificate shall be deemed to represent only the right to receive the consideration payable pursuant to Section 1.5(c) or Section 1.5(d), as applicable, and the provisions holder of Section 1.4(b) hereofeach such share certificates shall cease to have any rights with respect to the Eligible Company Securities formerly represented thereby. No certificates representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Eligible Company Securities Documents. (b) Each New Century Certificate converted into Company Shares shall, by virtue As of the Merger Effective Time, the stock transfer books of the Company shall be closed and without there shall not be any action further registration of transfers of Eligible Company Securities thereafter on the part records of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century SharesCompany. If, after the Effective Time, New Century Certificates Eligible Company Securities Documents are presented for any reason, to Parent or the Surviving Company they shall be cancelled canceled and exchanged as provided in this Section 1.61.9. No interest shall accrue or be paid on any consideration payable upon the surrender of an Eligible Company Securities Document. (c) In the event any share certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any consideration payable pursuant to Section 1.5(c) or Section 1.5(d), as applicable, with respect to the Eligible Company Securities previously represented by such share certificate, require the Person claiming such share certificate to be lost, stolen or destroyed to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against it or the Interim Surviving Corporation or the Surviving Company with respect to such share certificate. (d) Notwithstanding anything in this Agreement to the contrary, none of Parent, the Interim Surviving Corporation or the Surviving Company shall be liable to any holder of an share certificate or to any other Person for any amount paid to a public official pursuant to applicable abandoned property laws, escheat law or similar Legal Requirement. Any amounts remaining unclaimed by holders of Eligible Company Securities three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable Legal Requirements, become the property of Parent.

Exchange of Certificates. (a) Upon surrender to the Company As of the Effective Time, Equity shall deposit, or shall cause to be deposited, with an exchange agent selected by Equity (the "Exchange Agent"), for the benefit of the holders of certificates (the "Wellsford Certificates") representing the New Century Shares ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Series A or Wellsford Series B (collectively, the "New Century Wellsford Shares") for exchange in accordance with this Section 9, certificates (the "Survivor Certificates")) representing Survivor Common, Survivor Series D and Survivor Series E (collectively, the holders "Survivor Shares") to be issued pursuant to this Section 9. (b) Promptly after the Effective Time, the Surviving Trust shall cause the Exchange Agent to mail to each holder of record of Wellsford Shares a letter of transmittal which shall specify (i) that delivery shall be effected, and risk of loss and title to Wellsford Certificates shall pass, only upon delivery of such New Century Wellsford Certificates to the Exchange Agent, and shall each be in such form and have such other provisions as the Surviving Trust may reasonably specify, and (ii) instructions for use in effecting the surrender of such Wellsford Certificates in exchange for Survivor Certificates and cash in lieu of fractional shares. Upon surrender of a Wellsford Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Wellsford Certificate shall be entitled to receive in exchange therefor one or more certificates (x) a Survivor Certificate representing the number of whole shares of Company Survivor Shares to and (y) a check representing the amount of cash in lieu of fractional shares of Survivor Common, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to the provisions of Section 1.4(b9(c) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue in respect of the Merger Wellsford Certificate surrendered, after giving effect to any required withholding tax, and without any action the Wellsford Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the part cash in lieu of fractional shares of Survivor Common and unpaid dividends and distributions, if any, payable to holders of Wellsford Certificates. In the holder thereofevent of a transfer of ownership of Wellsford Shares which is not registered in the transfer records of Wellsford, cease a Survivor Certificate representing the proper number of Survivor Shares, together with a check for the cash to be outstandingpaid in lieu of any fractional shares of Survivor Common, be cancelled if any, and retired unpaid dividends and cease to exist. Until surrendered as contemplated by this Section 1.6(b)distributions, each if any, which such holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except has the right to receive upon pursuant to the provisions of Section 9(c) in respect of the Wellsford Certificate so surrendered, after giving effect to any required withholding tax, may be issued to such surrender number a transferee if the Wellsford Certificate 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. All Wellsford Certificates so surrendered will be cancelled forthwith. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares Wellsford Shares for any Survivor Shares or dividends thereon, or cash in lieu of Company Shares as provided by Section 1.4(b) hereofany fractional Survivor Common, delivered to a public official pursuant to applicable escheat law. (c) No Notwithstanding any other provisions of these Articles of Merger, no dividends or other distributions on Survivor Shares shall be paid with respect to any Wellsford Shares represented by a Wellsford Certificate until such Wellsford Certificate is surrendered for exchange as provided herein. Subject to the Company Shares effect of applicable laws, following surrender of any such Wellsford Certificate, there shall be paid to the holder of any unsurrendered New Century the Survivor Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretoin exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends so withheld as or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Survivor Shares and not paid, less the amount of any withholding taxes which may be required thereon, 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 the Effective Date and prior surrender payable with respect to such date whole shares of deliverySurvivor Shares, less the amount of any withholding taxes which may be required thereon. (d) All Company At and after the Effective Time, there shall be no transfers on the stock transfer books of Wellsford of the Wellsford Shares delivered which were outstanding immediately prior to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century SharesEffective Time. If, after the Effective Time, New Century Wellsford Certificates are presented for any reasonto the Surviving Trust, they shall be cancelled and exchanged for certificates for Survivor Shares and cash in lieu of fractional Survivor Common, if any, and unpaid dividends and distributions deliverable in respect thereof pursuant to these Articles of Merger in accordance with the procedures set forth in this Section 9. Wellsford Certificates surrendered for exchange by any person constituting an "affiliate" of Wellsford for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until the Surviving Trust has received a written agreement from such person as provided in Section 5.4 of the Merger Agreement. (e) Any portion of the Survivor Certificates made available to the Exchange Agent pursuant to Section 9(a) which remains unclaimed by the holders of Wellsford Shares for one hundred twenty (120) days after the Effective Time shall be delivered to the Surviving Trust, upon demand of the Surviving Trust, and any former shareholders of Wellsford who have not theretofore complied with this Section 1.69 shall look only to the Surviving Trust for payment of their shares of Survivor Shares, cash in lieu of fractional shares and unpaid dividends and distributions on the Survivor Shares deliverable in respect of each share of Wellsford Shares such stockholder holds as determined pursuant to these Articles, in each case, without any interest thereon. (f) None of Wellsford, Equity, the Exchange Agent or any other person shall be liable to any former holder of Wellsford Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) In the event any Wellsford Certificate 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 the Surviving Trust, the posting by such person of a bond in such reasonable amount as the Surviving Trust may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent or the Surviving Trust will issue in exchange for such lost, stolen or destroyed Wellsford Certificate the Survivor Shares and cash in lieu of fractional Survivor Common, and unpaid dividends and distributions on Survivor Shares as provided in Section 9(c), deliverable in respect thereof pursuant to these Articles.

Exchange of Certificates. (aA) Upon surrender of a PVAXX Stock Certificate to the Company of the certificates representing the New Century Shares (collectivelyTransfer Agent for exchange, together with such other documents as may be reasonably required by OAK BROOK, the "New Century Certificates"), the holders holder of such New Century Certificates PVAXX Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates a certificate representing the number of shares of Company whole OAK BROOK Shares to which that such holder is entitled has the right to receive pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century 1:7, and PVAXX Stock Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to so surrendered shall be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b)1:10, each holder of New Century Shares PVAXX Stock Certificate shall thereafter cease be deemed, from and after the Closing Date, to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of a certificate representing shares of Company Shares OAK BROOK Common Stock or OAK BROOK Preferred Stock, as provided the case may be, as contemplated by Section 1.4(b1:7. If any PVAXX Stock Certificate shall have been lost, stolen or destroyed, OAK BROOK may, in its discretion and as a condition precedent to the issuance of any certificate representing OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, require the owner of such lost, stolen or destroyed PVAXX Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as OAK BROOK may reasonably direct) hereofas indemnity against any claim that may be made against OAK BROOK with respect to such PVAXX Stock Certificate. (cB) No dividends on or other distributions declared or made with respect to OAK BROOK Common Shares or OAK BROOK Preferred Shares, as the Company Shares case may be, with a record date after the Closing Date shall be paid to the holder of any unsurrendered New Century un-surrendered PVAXX Stock Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon OAK BROOK represented thereby until such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there holder surrenders such PVAXX Stock Certificate in accordance with this Section 1:7:3 (at which time such holder shall be delivered entitled to the holder entitled thereto, without interest, the amount of receive all such dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliverydistributions). (dC) All Company Shares OAK BROOK shall not be liable to any holder or former holder of preferred or common stock of PVAXX for any shares of OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, (or dividends or distributions with respect thereto), or for any cash amounts, delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed any public official pursuant to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Ifany applicable abandoned property, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6escheat or similar law.

Exchange of Certificates. (a) Upon surrender to the Company As of the certificates representing Effective Time, shares of Company Common Stock shall automatically be redeemed and cancelled, and from and after the New Century Shares Effective Time, shall cease to exist, and each holder of a certificate that previously represented any such share of Company Common Stock (collectively, the "New Century “Company Certificates"”) other than Dissenting Shares (if applicable), shall cease to have any rights with respect thereto other than the holders right to receive their portion of the Merger Consideration. Upon due surrender of such New Century Company Certificates shall to Parent, each such holder of Company Certificates will be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue their portion of the Merger Consideration as set forth on Schedule 2.2, and without any action on the part of the holder thereof, cease to Company Certificate so surrendered shall be outstanding, be cancelled and retired and cease to existcancelled. Until surrendered as contemplated by this Section 1.6(b)2.2, each holder of New Century Shares Company Certificate evidencing Company Common Stock shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except evidence only the right to receive receive, upon such surrender number surrender, the Merger Consideration. No interest shall be paid on the Merger Consideration, except as provided in the Promissory Notes. The Merger Consideration paid and issued upon exchange of the shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Common Stock in accordance with the terms of this Agreement hereof shall be deemed to have been delivered issued or paid in full satisfaction of all rights pertaining to such New Century Sharesshares of Company Common Stock. (b) It is understood that the certificates evidencing the shares of Stock Consideration will bear the legends set forth below: (i) The Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Act”), or under the securities laws of any other jurisdictions. IfThese securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and the applicable state securities laws, after pursuant to registration or exemption therefrom. Investors should be aware that they may be required to bear the Effective Time, New Century Certificates are presented financial risks of this investment for an indefinite period of time. The issuer of these securities may require an opinion of counsel in form and substance satisfactory to the issuer to the effect that any reason, they proposed transfer or resale is in compliance with the Act and any applicable state securities laws. (ii) Any legend required by the applicable state law. The legend set forth in (i) above shall be cancelled removed by Parent from any certificate evidencing such Parent Common Stock upon delivery to Parent of an opinion by counsel, reasonably satisfactory to Parent, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred without such a registration statement being in effect and exchanged that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued such Parent Common Stock. (c) Each of 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 provided in may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other Applicable Law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Section 1.6Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Exchange of Certificates. (a) Upon surrender Prior to the Closing Date, Company and Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). At the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Shares, (i) certificates representing the New Century Shares shares of Parent Common Stock issuable pursuant to this Section 1.7, and (collectivelyii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c) (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being referred to as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, the "New Century Certificates"Exchange Agent shall mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the holders surrender of Company Stock Certificates in exchange for the aggregate Merger Consideration applicable thereto. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as reasonably may be required by the Exchange Agent or Parent, (A) the holder of such New Century Certificates Company Stock Certificate shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of aggregate Merger Consideration applicable thereto, and (B) the Company Shares to which such holder is entitled pursuant to the provisions of Stock Certificate so surrendered shall be immediately canceled. Except as provided in Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall1.8, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until until surrendered as contemplated by this Section 1.6(b)1.7, each holder Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the aggregate Merger Consideration applicable thereto and any distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of New Century Shares shall thereafter cease any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to possess provide an appropriate affidavit and to deliver a bond (in such sum as Parent reasonably may direct) as indemnity against any rights claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such sharesCompany Stock Certificate, except and, in such case, the right to receive upon Exchange Agent shall issue in exchange for such surrender number of shares of lost, stolen or destroyed Company Shares as provided by Section 1.4(b) hereofStock Certificates the aggregate Merger Consideration applicable thereto. (c) No dividends on or other distributions declared or made with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Shares issued upon Stock Certificate in accordance with this Section 1.7 (at which time such surrender. Subject holder shall be entitled, subject to the effect, if any, effect of applicable escheat laws or similar Legal Requirements, to receive all such dividends and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretodistributions, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery). (d) All Any portion of the Exchange Fund that remains undistributed to holders of Company Shares Stock Certificates as of the date one hundred eighty (180) days after the Effective Time shall be delivered to the New Century Shareholders in respect Parent upon demand, and any holders of the New Century Shares Company Stock Certificates who theretofore have not surrendered their Company Stock Certificates in accordance with this Section 1.7 thereafter shall look only to Parent for satisfaction of their claims for the terms Merger Consideration to which such holder is entitled pursuant hereto. (e) 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 state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be deemed treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been delivered in full satisfaction paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of all rights pertaining Company Common Stock or to such New Century Shares. Ifany other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), after the Effective Time, New Century Certificates are presented or for any reasoncash amounts, they shall be cancelled and exchanged as provided in this Section 1.6delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Upon At the Effective Time: (i) each holder of a certificate representing shares of Company Common Stock shall surrender such certificates (the "Company Certificates") for cancellation to the Company Secretary of Parent, together with a duly executed letter of transmittal and such other documents as the Secretary shall reasonably require; (ii) upon surrender of the certificates representing the New Century Shares (collectivelyCompany Certificates, the "New Century Certificates"), the holders holder of such New Century Company Certificates shall each be entitled to receive receive, subject to the terms of Section 3.1 and the Escrow Agreement, in exchange therefor one or more certificates (A) a certificate representing the that number of whole shares of Parent Common Stock and (B) a check for that portion of the Cash Consideration, into which the shares of Company Shares to which such holder is entitled Common Stock theretofore represented by the Company Certificates so surrendered shall have been converted pursuant to the provisions of Section 1.4(b) hereof3.1, and the Company Certificates so surrendered shall be cancelled. Neither Parent nor Subsidiary shall be liable to a holder of shares of Company Common Stock for any shares of Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Each New Century Certificate converted into Company Shares shallNotwithstanding any other provision of this Agreement, by virtue no certificates or scrip for fractional shares of Parent Common Stock shall be issued in the Merger and without no Parent Common Stock dividend, stock split or interest shall relate to any action on fractional security, and such fractional interests shall not entitle the part owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock upon surrender of Company Certificates for exchange pursuant to this Article III shall be entitled to receive from the holder thereofExchange Agent a cash payment. (c) From and after the Effective Time, cease to all Company Common Stock shall no longer be outstanding, outstanding and shall automatically be cancelled and retired and shall cease to exist. Until surrendered as contemplated by this Section 1.6(b), and each holder of New Century Shares a certificate representing shares of Company Common Stock shall thereafter cease to possess have any rights with respect to such sharesthereto, except the right to receive in exchange therefor, upon such surrender thereof at Closing, the Merger Consideration into which the aggregate number of shares of Company Shares Common Stock represented by such certificate or certificate surrendered shall have been converted pursuant to this Agreement. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any shares of Parent Common Stock represented by Section 1.4(bsuch certificates and no payment for fractional shares shall be made and (ii) hereof. (c) No without regard to when such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends on or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Shares Common Stock, there shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder certificate the amount of dividends, if any, any dividends which theretofore became payablepayable after the Effective Time, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Company Shares Parent Common Stock represented by the certificate or certificates issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the certificate for shares of Company Shares delivered Common Stock surrendered in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall have paid to Parent or its transfer agent any applicable transfer or other taxes required by reason of such issuance. (e) In the New Century Shareholders event any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Company Certificate the Parent Common Stock deliverable in respect of the New Century Shares thereof determined in accordance with this Section 3.4. When authorizing such payment in exchange therefor, the terms Board of this Agreement shall 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 Company Certificate to give Parent such indemnity as it may reasonably direct as protection against any claim that may be deemed made against Parent or the Surviving Corporation with respect to the Company Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) Upon surrender Prior to the Effective Time, Acquiror shall appoint a bank or trust company reasonably acceptable to the Company as an agent (the “Exchange Agent”) for the benefit of holders of Company Shares for the purpose of exchanging, pursuant to this Article 3, certificates representing the New Century Company Shares (collectivelythe “Certificates”) and Company Shares represented by book-entry (“Book-Entry Shares”). On the Closing Date, Parent will, and will cause Acquiror to, make available to and deposit with the "New Century Certificates"), Exchange Agent the holders of such New Century Certificates shall each aggregate Merger Consideration to be entitled to receive paid in exchange therefor one or more certificates representing the number of shares respect of Company Shares to which such holder is entitled pursuant to this Article 3 (the provisions of “Exchange Fund”), and except as contemplated by Section 1.4(b3.4(e) or Section 3.4(g) hereof, the Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the Merger Consideration as directed by the Acquiror or the Surviving Corporation, as the case may be, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent and the Surviving Corporation shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (b) Each New Century As promptly as practicable after the Effective Time but not later than ten (10) Business Days thereafter, the Surviving Corporation shall send, or shall cause the Exchange Agent to send, to each record holder of Certificates and each holder of Book-Entry Shares a letter of transmittal and instructions (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal), for use in the exchange contemplated by this Section 3.4. Upon surrender of a Certificate converted into or Book-Entry Share to the Exchange Agent, together with a duly executed letter of transmittal, the holder shall be entitled to receive, in exchange therefor, the Merger Consideration as provided in this Article 3 in respect of the Company Shares shallrepresented by the Certificate or the Book-Entry Share, by virtue of the Merger and without after giving effect to any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existrequired withholding Tax. Until surrendered as contemplated by this Section 1.6(b)3.4, each holder of New Century Shares Certificate and Book-Entry Share shall thereafter cease be deemed after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofthe Merger Consideration. (c) No dividends on the Company Shares shall be All cash paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Certificates or Book-Entry Shares in accordance with the terms of this Agreement hereof shall be deemed to have been delivered issued in full satisfaction of all rights pertaining to such New Century Company Shares represented thereby. From and after the Effective Time, the holders of Certificates or Book-Entry Shares shall cease to have any rights with respect to Company Shares, except as otherwise provided herein or by applicable Law. As of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the Company’s stock transfer books or by book-entry of any Company Shares, other than transfers that occurred before the Effective Time. If, after the Effective Time, New Century Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Section 1.63.4. (d) If payment of the Merger Consideration in respect of Company Shares is to be made to a Person other than the Person in whose name a surrendered Certificate or Book-Entry Share is registered, it shall be a condition to such payment that the Certificate or Book-Entry Share 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 such payment in a name other than that of the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such Taxes either have been paid or are not payable. (e) Upon the request of the Surviving Corporation, the Exchange Agent shall deliver to the Surviving Corporation any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Section 3.4 that remains undistributed to holders of Company Shares six (6) months after the Effective Time. Holders of Certificates who have not complied with this Section 3.4 prior to the demand by the Surviving Corporation shall thereafter look only to Parent and the Surviving Corporation for payment of any claim to the Merger Consideration. (f) None of Acquiror, Parent, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Company Shares (or dividends or distributions with respect thereto) for any amounts paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) Each of the Surviving Corporation and Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration or amounts otherwise payable hereunder to any Person (including amounts payable under Article 3) any amounts that it is required to deduct and withhold with respect to payment under any applicable provision of federal, state, local or foreign income tax Law and shall make any required filings with the appropriate tax authorities with respect to such withholding. To the extent that the Surviving Corporation or Exchange Agent withholds those amounts, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares in respect of which deduction and withholding was made by the Surviving Corporation or Exchange Agent, as the case may be. (h) If any Certificate has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to that Certificate, the Exchange Agent will deliver to such Person in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration.

Exchange of Certificates. (a) Upon At the Closing, Counsel and the other Company shareholders shall surrender its Certificate or Certificates, with such stock powers executed in blank or otherwise in proper form for transfer to the Company Purchaser as the Purchaser may reasonably request in exchange for the portion of the certificates representing Merger Consideration into which the New Century Shares (collectively, the "New Century Certificates"), the holders shares of Company Common Stock represented by such New Century Certificate or Certificates shall each have been converted pursuant to this Agreement. Upon such surrender, Counsel and the other Company shareholders shall be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares Merger Consideration to which such holder is Counsel and the other Company shareholders shall have become entitled pursuant to the provisions of this Article II and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash constituting Merger Consideration and any unpaid dividends and distributions, if any, payable to holders of Certificates. Until surrendered in accordance with the provisions of this Section 1.4(b2.11, each Certificate (other than Certificates canceled pursuant to Section 2.7(b)) hereofshall represent for all purposes only the right to receive the Merger Consideration provided for by this Agreement, without interest. (b) Each New Century Certificate converted into Company Shares shall, by virtue of No dividends or other distributions declared after the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights Effective Time with respect to such shares, except the right Purchaser Common Stock and payable to receive upon such surrender number the holders of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares record thereof shall be paid to the holder of any unsurrendered New Century Certificate until the holder thereof shall surrender such New Century Certificate is surrendered; provided, however, that upon in accordance with this Article II. After the surrender of an New Century a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of the Purchaser Common Stock, if any, represented by such Certificate. (c) After the Effective Time, there shall be paid to such holder no transfers on the amount of dividends, if any, which theretofore became payable, but which were not paid by reason stock transfer books of the foregoing, with respect to Surviving Corporation of the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century SharesCommon Stock. If, after the Effective Time, New Century Certificates are presented for any reasonto the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration as provided for, and in accordance with, the provisions of this Section 1.62.11. (d) In the event any Certificate 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 the Purchaser, the posting by such person of a bond in such amount as the Purchaser reasonably may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Purchaser will issue in exchange for such lost, stolen or destroyed Certificate the cash and shares of Purchaser Common Stock deliverable in respect thereof pursuant to this Agreement.

Exchange of Certificates. (a) Upon surrender to the Company As of the Effective Time, Parent shall deposit with a bank or trust company designated by Parent to act as paying agent (the "Paying Agent") for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II, certificates representing the New Century Shares shares of Parent Common Stock (collectivelysuch shares of Parent Common Stock, together with any dividends or distributions with respect thereto and cash to be paid pursuant to Section 2.11(e) with respect to any fraction of a share of Parent Common Stock, being hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 2.06 in exchange for outstanding shares of Company Common Stock. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Stock contemplated to be issued pursuant hereto out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "New Century Certificates"): (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. 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 any other required documents, the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates a certificate representing the that number of whole shares of Company Shares to Parent Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 1.4(b) hereof. (b) Each New Century 2.11(e), and the Certificate converted into so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Shares shall, by virtue Common Stock which is not registered in the transfer records of the Merger Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Paying Agent accompanied by all documents required to evidence and without effect such transfer and by evidence that any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existapplicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6(b)2.11, each holder of New Century Shares Certificate shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of the certificate representing shares of Company Shares Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as provided contemplated by this Section 1.4(b) hereof2.11. The Paying Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto. (c) No dividends on or other distributions with respect to shares of Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Certificate certificate for shares of Company Common Stock with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.11(e) until such New Century Certificate is surrendered; provided, however, that upon the surrender of an New Century Certificatethe certificate for shares of Company Common Stock with respect to the shares of Parent Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, there shall be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in connection therewith, without interest at the time of such holder surrender the amount of dividends, if any, any cash payable in lieu of a fractional share to which such holder is entitled pursuant to Section 2.11(e) and the appropriate amount of any dividends or other distributions with a record date after the Effective Time theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryParent Common Stock. (d) All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Common Stock in accordance with the terms of this Agreement Article II (including any cash paid pursuant to Section 2.11(c) or 2.11 (e)) shall be deemed to have been delivered issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock so exchanged. (e) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all shares of Company Common Stock delivered by such New Century Shares. Ifholder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by average price of the last reported sale prices per share of Parent Common Stock for the five trading days immediately preceding the Closing Date. (f) Any portion of the Merger Consideration deposited with the Paying Agent pursuant to this Section 2.11 which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time, New Century Certificates are presented for any reason, they Time shall be cancelled delivered to Parent and exchanged any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of their claim for shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock, and any dividends or distributions with respect to Parent Common Stock. (g) None of Sub or the Company or Parent or the Paying Agent shall be liable to any person in respect of any cash or Parent Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. (h) The Paying Agent shall invest any cash included in the Exchange Fund for payments in lieu of fractional shares, as provided in this Section 1.6directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make the payments contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) Parent shall pay all charges and expenses of the Paying Agent.

Exchange of Certificates. FNFG shall take all steps necessary to cause the Exchange Agent, within five (a5) Upon surrender business days after the Effective Time, to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Company Exchange Agent and instructions for use in effecting the surrender of the certificates representing Certificates for the New Century Shares Merger Consideration and cash in lieu of fractional shares, if any, into which the HRB Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal (collectivelywhich shall be subject to the reasonable approval of HRB) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates therefor, as applicable, (i) a certificate representing the that number of shares of Company Shares FNFG Common Stock (if any) to which such former holder is of HRB Common Stock shall have become entitled pursuant to the provisions of Section 1.4(b3.1 or 3.2 hereof, (ii) hereof. a check representing that amount of cash (bif any) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each which such former holder of New Century Shares HRB Common Stock shall thereafter cease have become entitled pursuant to possess any rights with respect to the provisions of Section 3.1 or 3.2 hereof and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of FNFG Common Stock, which such shares, except former holder has the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Certificate surrendered pursuant to the provisions of Section 3.2, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in accordance with lieu of fractional shares. Certificates surrendered for exchange by any person who is an "affiliate" of HRB for purposes of Rule 145(c) under the terms Securities Act shall not be exchanged for certificates representing shares of this Agreement shall be deemed to have been delivered in full satisfaction FNFG Common Stock until FNFG has received the written agreement of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this person contemplated by Section 1.68.4 hereof.

Exchange of Certificates. (a) Upon surrender From and after the Effective Time, a bank or trust company to be designated by Parent with the concurrence of the Company shall act as exchange agent (the "Exchange Agent") in effecting the exchange of the Merger Price for certificates which prior to the Company Effective Time represented Shares and which as of the certificates representing Effective Time represent the New Century Shares right to receive the Merger Price (collectively, the "New Century Certificates"). Promptly after the Effective Time, the holders Exchange Agent shall mail to each record holder of Certificates a form of letter of transmittal and instructions for use in surrendering such Certificates and receiving the Merger Price therefor in a form approved by Parent and the Company. At or prior to the Effective Time, the Purchaser shall deposit in trust with the Exchange Agent immediately available funds in an amount sufficient to pay the Merger Price for all such Shares to the Company's stockholders as contemplated by this Section 2.3. Such funds shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation, PROVIDED that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and 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, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $250 million (based on the most recent financial statements of such New Century Certificates bank which are then publicly available at the SEC or otherwise). Upon the surrender of each Certificate and the issuance and delivery by the Exchange Agent of the Merger Price for the Shares represented thereby in exchange therefor, the Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each be entitled Certificate shall represent solely the right to receive the Merger Price for the Shares represented thereby, without any interest thereon. Upon the surrender and exchange of such an outstanding Certificate, the holder thereof shall receive the Merger Price multiplied by the number of Shares represented by such Certificate, without any interest thereon. If any cash is to be paid to a name other than that in which the Certificate surrendered in exchange therefor one is registered, it shall be a condition to such payment or more certificates representing exchange that the number person requesting such payment or exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of shares the payment of Company Shares such cash to which a name other than that of the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder is entitled of Certificates for any part of the Merger Price payments made to a public official pursuant to the provisions of Section 1.4(b) hereofapplicable abandoned property, escheat or similar laws. (b) Each New Century Certificate converted into Company Shares shall, by virtue of Promptly following the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, sixth month after the Effective Time, New Century the Exchange Agent shall return to the Surviving Corporation all cash relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Price for such Shares, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law. At and after the Effective Time, holders of Certificates are presented shall cease to have any rights as stockholders of the Company except for any reasonthe right to surrender such Certificates in exchange for the Merger Price for such Shares or to perfect their right to receive payment for their Shares pursuant to Section 262 of the DGCL and Section 2.4 below, they and there shall be cancelled and exchanged as provided in this Section 1.6no transfers on the stock transfer books of the Company or the Surviving Corporation of any Shares that were outstanding immediately prior to the Merger.

Exchange of Certificates. On or prior to the Closing Date, each Shareholder shall surrender all outstanding certificates which immediately prior to the Effective Time represented Company Shares (athe "Certificate" or "Certificates") for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Parent. Upon surrender to the Company Parent of the certificates representing the New Century Shares (collectivelya Certificate, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor (i) one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the that number of whole shares of fully paid and nonassessable shares of Parent Common Stock to which such holder of Company Shares shall have become entitled pursuant to the provisions of Section 2.1 hereof; (ii) as to any fractional share of Parent Common Stock, a check representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.2 hereof; and (iii) any dividend or other distribution to which such holder is entitled pursuant to Section 2.3(b) hereof, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If any portion of the consideration to be received pursuant to Sections 2.1, 2.2 and 2.3(b) upon exchange of a Certificate (whether a certificate representing shares of Parent Common Stock or by 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 or a check representing cash for a fractional share to such other person, or established to the satisfaction of Parent that such tax has been paid or that such tax is not applicable. From the Effective Time until surrender in accordance with the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b)2.3, each holder of New Century Shares Certificate shall thereafter cease to possess any rights with respect to such shares, except represent for all purposes only the right to receive upon such surrender number the consideration provided in Sections 2.1, 2.2 and 2.3(b). All payments of respective shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, Parent Common Stock that are made upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Certificates in accordance with the terms of this Agreement hereof shall be deemed to have been delivered made in full satisfaction of all rights pertaining to the Company Shares evidenced by such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6Certificates.

Exchange of Certificates. (a) Upon surrender From and after the Effective Time, each holder of a certificate which immediately prior to the Effective Time represented issued and outstanding shares of Company of the certificates representing the New Century Shares Common Stock (collectively, the "New Century Certificates"other than shares described in Section 3.1(b), the holders of such New Century Certificates ) shall each be entitled to receive in exchange therefor one therefor, upon surrender thereof to an exchange agent reasonably satisfactory to Parent and the Company (the "EXCHANGE AGENT"), a certificate or more certificates representing the number of whole shares of Company Shares Parent Stock to which such holder is entitled pursuant to the provisions Section 3.1(a), any dividends and distributions in respect of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shallsuch shares of Parent Stock and any cash in lieu of a fractional share, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by Sections 3.3 and 3.4 hereof. Notwithstanding any other provision of this Section 1.6(b)Agreement, each holder (i) until holders or transferees of New Century Shares certificates formerly representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends or distributions on shares of Parent Stock shall thereafter cease to possess any rights be paid with respect to any shares of Parent Stock to which the holder of any such shares, except certificate would be entitled pursuant to the right terms hereof and no payment for fractional shares shall be made and (ii) without regard to receive upon when such surrender number of certificates formerly representing shares of Company Shares Common Stock are surrendered for exchange as provided by herein, no interest shall be paid on any dividends or distributions or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than shares described in Section 1.4(b) hereof. (c) No dividends on the Company Shares 3.1(b)), there shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; providedcertificate (i) at the time of such surrender, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, any cash payable in lieu of a fractional share of Parent Stock to which such holder is entitled pursuant to Section 3.4 and the amount of any dividends or other distributions with a record date after the Effective Time theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Company Shares issued Parent Stock issuable upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificatesuch certificate, there shall be delivered to and (ii) at the holder entitled thereto, without interestappropriate payment date, the amount of any dividends so withheld as of any 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 whole shares of Parent Stock. (b) If any certificate for shares of Parent Stock is to be issued in a name other than that in which the certificate formerly representing shares of Company Common Stock surrendered in exchange therefor is registered in the Company's transfer records, it shall be a condition of such exchange that the person requesting such exchange shall pay any applicable transfer or other taxes required by reason of such issuance. (c) As soon as practicable after the Effective Date Time, Parent shall make available to the Exchange Agent the certificates representing shares of Parent Stock required to effect the exchanges referred to in paragraph (a) above and prior cash for payment of any fractional shares referred to such date of deliveryin Section 3.4. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, As soon as practicable after the Effective Time, New Century the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than shares described in Section 3.1(b)) (the "COMPANY CERTIFICATES") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates are presented shall pass, only upon actual delivery of the Company Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Stock. Upon surrender of Company Certificates for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor a certificate or certificates representing that number of whole shares of Parent Stock into which the shares of Company Common Stock formerly represented by the Company Certificates so surrendered shall have been converted into the right to receive pursuant to the provisions of Section 3.1(a), any cash paid in lieu of a fractional share and any dividends and distributions contemplated by Section 3.3(a), and the Company Certificates so surrendered shall be canceled. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of a Company Certificate for any reasonshares of Parent Stock, they dividends or distributions thereon or cash payment in lieu of a fractional share delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) Promptly following the date which is nine months after the Effective Time, the Exchange Agent shall deliver to Parent all cash, certificates (including any Parent Stock) and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Parent Stock, any cash paid in lieu of a fractional share and any dividends and distributions contemplated by Section 3.3(a), without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be cancelled liable to a holder of a Company Certificate for any shares of Parent Stock, dividends or distributions thereon or cash payment in lieu of a fractional share delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Company Certificate the Parent Stock deliverable in respect thereof determined in accordance with this Article III. When authorizing such issuance in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and exchanged as provided in this Section 1.6a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Company Certificate to give the Surviving Corporation such indemnity as it may reasonably direct as protection against any claim that may be made against the Surviving Corporation with respect to the Company Certificate alleged to have been lost, stolen or destroyed.

Exchange of Certificates. (a) Upon surrender The parties to this Agreement agree: (i) that American Stock Transfer & Trust Company, LLC shall serve, pursuant to the Company terms of an exchange agent agreement, as the exchange agent for purposes of this Agreement (the “Exchange Agent”); and (ii) to execute and deliver the exchange agent agreement, in a form reasonably agreeable to the parties, at or prior to the Effective Time. Acquiror shall be solely responsible for the payment of any fees and expenses of the certificates representing Exchange Agent. (b) At or prior to the New Century Shares (collectivelyEffective Time, Acquiror shall authorize the "New Century Certificates")issuance of and shall make available to the Exchange Agent, for the benefit of the holders of such New Century Company Common Stock for exchange in accordance with this Article 2: (i) the aggregate number of shares of Acquiror Common Stock deliverable pursuant to Section 2.1 and (ii) the aggregate cash consideration payable pursuant to Section 2.1 including the amount payable in lieu of fractional shares of Acquiror Common Stock in accordance with Section 2.3. Such amount of cash and shares of Acquiror Common Stock, together with any dividends or distributions with respect thereto paid after the Effective Time, are referred to in this Article 2 as the “Conversion Fund.” (c) Within five (5) Business Days after the Closing Date, Acquiror shall cause the Exchange Agent to mail to each holder of record of one or more certificates representing shares of Company Common Stock (“Company Stock Certificates”) and a letter of transmittal (“Letter of Transmittal”), in a form to be agreed by the parties, which specifies, among other things, that delivery shall be effected, and risk of loss and title to Company Stock Certificates shall each pass, only upon delivery of such certificates to the Exchange Agent, together with instructions for use in effecting the surrender of Company Stock Certificates pursuant to this Agreement. (d) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor one his, her or more certificates representing its Common Stock Merger Consideration plus cash in lieu of any fractional shares of Acquiror Common Stock in accordance with Section 2.3 deliverable in respect of the number of shares of Company Shares to which Common Stock represented by such holder is entitled pursuant to Company Stock Certificate; thereupon such Company Stock Certificate shall forthwith be cancelled. No interest will be paid or accrued on any portion of the provisions Common Stock Merger Consideration deliverable upon surrender of Section 1.4(b) hereofa Company Stock Certificate. (be) Each New Century Certificate converted into Company Shares shallAfter the Effective Time, by virtue there shall be no transfers on the stock transfer books of the Merger and without any action on the part Company of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights Outstanding Company Shares. (f) No dividends or other distributions declared with respect to such shares, except Acquiror Common Stock and payable to the right to receive upon such surrender number holders of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on record thereof after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until the holder thereof shall surrender such New Century Company Stock Certificate is surrendered; provided, however, that upon in accordance with this Article 2. Promptly after the surrender of a Company Stock Certificate in accordance with this Article 2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of Acquiror Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 2.1. No holder of an New Century unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, there to vote the shares of Acquiror Common Stock into which such holder’s Company Common Stock shall have been converted. (g) Any portion of the Conversion Fund that remains unclaimed by the stockholders of the Company twelve (12) months after the Effective Time shall be paid to the Surviving Entity, or its successors in interest. Any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Entity, or its successors in interest, for issuance and payment of the Common Stock Merger Consideration (including the payment of cash in lieu of any fractional shares deliverable in respect of such holder the amount stockholders’ shares of dividendsCompany Common Stock), if any, which theretofore became payable, but which were not paid by reason as well as any accrued and unpaid dividends or distributions on shares of such Acquiror Common Stock. Notwithstanding the foregoing, with respect none of the Surviving Entity, the Exchange Agent or any other Person shall be liable to the number any former holder of shares of Company Shares issued upon such surrender. Subject Common Stock for any amount delivered in good faith to the effecta public official pursuant to applicable abandoned property, if any, of applicable escheat and other or similar laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (dh) All In the event any Company Shares delivered Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by the New Century Shareholders Exchange Agent, the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this Article 2, the Common Stock Merger Consideration (including cash in lieu of any fractional shares deliverable in respect of the New Century Shares in accordance with the terms such stockholders’ shares of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6Company Common Stock).

Exchange of Certificates. (a) Upon At the Closing, certificates (the "Certificates") representing all of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be cancelled in exchange for a certificate representing the number of whole shares of Parent Common Stock (other than the Escrow Shares, as defined below) into which the Company Common Stock evidenced by the Certificates so surrendered shall have been converted pursuant to Section 2.2(a) of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the form of EXHIBIT D attached hereto. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership of the certificates representing number of whole shares of Parent Common Stock into which the New Century Shares (collectivelyshares of Company Common Stock have been converted but shall, subject to applicable appraisal rights under the "New Century Certificates"DGCL and Section 2.2(e), have no other rights. Subject to appraisal rights under the DGCL and Section 2.2(e), from and after the Effective Time, the holders of shares of Company Common Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the Parent Common Stock into which such shares of Company Common Stock have been converted. (b) If any shares of Parent Common Stock are to receive be issued in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the issuance of such shares that (i) the Certificate(s) so surrendered shall be transferable, and shall be properly assigned, endorsed or more certificates representing accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper and (iii) the number person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the foregoing or establish to the 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 Shares Common Stock for shares of Parent or the Company issuable to which such holder is entitled pursuant to the provisions of Section 1.4(b2.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock issuable in exchange therefor pursuant to the holder provisions of Section 2.2(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 unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, made against Parent with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) Upon surrender Parent shall authorize American Stock Transfer & Trust Company to act as Exchange Agent hereunder (the "Exchange Agent"). Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to former record holders of shares of Company Common Stock, instructions for surrendering their Certificates in exchange for the Merger Consideration. (b) Immediately after the Effective Time, Parent shall deliver to the Company Exchange Agent sufficient shares of Parent Common Stock to satisfy the Merger Consideration. After the Effective Time, upon receipt of Certificates for cancellation, together with a properly completed letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of, and title to, the Certificates shall pass, only upon delivery of the certificates representing Certificates to the New Century Shares (collectivelyExchange Agent) and other requested documents and in accordance with the instructions thereon, the "New Century Certificates"), the holders holder of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates (i) a certificate representing the that number of whole shares of Parent Common Stock into which the shares of Company Shares to which such holder is entitled Common Stock theretofore represented by the Certificates so surrendered shall have been converted pursuant to Section 1.6(a) and (ii) a check in the provisions amount of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease cash due pursuant to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares . No interest shall thereafter cease to possess be paid or shall accrue on any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofamounts. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Until surrendered in accordance with the terms provisions of this Agreement Section 1.9, each Certificate shall represent for all purposes only the right to receive Merger Consideration and, if applicable, amounts under Section 1.13. Shares of Parent Common Stock into which shares of Company Common Stock shall be converted in the Merger at the Effective Time shall be deemed to have been delivered 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 deliver to the Exchange Agent all documents necessary to evidence and effect such transfer and 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 all rights pertaining to the Exchange Agent that such New Century Sharestax has been paid or is not applicable. If, after Beginning the date which is six months following the Effective Time, New Century Certificates are presented Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate shall look solely to Parent for any reasonamounts to which such holder may be due, they shall be cancelled subject to applicable law. Notwithstanding any other provisions of this Agreement, any portion of the Merger Consideration remaining unclaimed immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity shall, to the extent permitted by law, become the property of Parent free and exchanged as provided in this Section 1.6clear of any claims or interest of any person previously entitled thereto.

Exchange of Certificates. (a) Upon surrender At the Closing, Shareholder shall deliver to MediQuip all certificates representing Deep Down Securities (the “Certificates”) delivered to it (together with any stock transfer tax stamps required by reason of the payment of the Exchange Consideration to a person other than the registered holder of the Certificate surrendered), together with such other customary documents as may reasonably be required by MediQuip, in exchange for the Exchange Consideration. Certificates representing the Exchange Consideration shall be issued to the Company persons and in the amounts described in Exhibit A. Any shareholder of Deep Down whose Certificates are not delivered at the certificates representing Closing shall receive the New Century Shares (collectively, Exchange Consideration with respect to such Certificates upon delivery to MediQuip after the "New Century Certificates"), the holders Closing of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing and the number of shares of Company Shares to which such holder is entitled other items required pursuant to the provisions first sentence of this Section 1.4(b) hereof2.02(a). (b) Each New Century Certificate converted into Company Shares shall, by virtue of No dividends or other distributions declared or made after the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights Effective Time with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on MediQuip Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; providedwith respect to the shares of MediQuip Common Stock represented thereby, however, that upon surrender and no cash payment in lieu of an New Century Certificate, there any fractional shares shall be paid to any such holder the amount of dividendspursuant to Section 2.02(d), if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to until the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryCertificate shall surrender such Certificate. (dc) All Company Shares delivered to the New Century Shareholders in respect shares of the New Century Shares MediQuip Common Stock issued upon conversion of Deep Down Securities in accordance with the terms of this Agreement hereof (including any cash paid pursuant to Section 2.02(b) or (d)) shall be deemed to have been delivered issued in full satisfaction of all rights pertaining to such New Century SharesDeep Down Securities. (d) No certificate or scrip representing fractional shares of MediQuip Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of MediQuip. If, Each holder of a fractional share interest shall be paid an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the average of the per share closing prices on the OTC Bulletin Board (the “OTC “) of shares of MediQuip Common Stock during the 20 consecutive trading days ending on (and including) the trading day immediately preceding the date of the Effective Time. As promptly as practicable after the determination of the amount of cash, New Century Certificates are presented if any, to be paid to holders of fractional share interests, the MediQuip shall forward payments to such holders of fractional share interests subject to and in accordance with the terms of Sections 2.02(b). (e) Neither MediQuip nor Deep Down shall be liable to any holder of Shares for any reasonsuch Shares (or dividends or distributions with respect thereto), they or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) Each of Deep Down and MediQuip shall be cancelled entitled to deduct and exchanged withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as provided it is required to deduct and withhold 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 by the Surviving Corporation or MediQuip, 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 Shares in this respect of which such deduction and withholding was made by the Surviving Corporation or MediQuip, as the case may be. (g) If any Certificate 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 MediQuip, the posting by such person of a bond, in such reasonable amount as MediQuip may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the MediQuip will issue in exchange for such lost, stolen or destroyed Certificate the Exchange Consideration, any cash in lieu of fractional shares of MediQuip Common Stock to which the holders thereof are entitled pursuant to Section 1.62.02(d) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(f).

Exchange of Certificates. (a) Upon surrender At the Effective Time, PG shall make available for exchange in accordance with this Section 1.3, (i) the shares of PG Common Stock issuable pursuant to the Company of the certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive Section 1.2 in exchange therefor one for outstanding shares of Avidia Common Stock and Avidia Preferred Stock or more certificates representing the Exchangeable Warrants, less that number of shares of Company Shares PG Common Stock to be held in escrow as the Holdback Amount (as defined in Section 6.3) and (ii) an amount of cash sufficient to satisfy PG's obligations under Section 1.4. (b) At and after the Effective Time, upon surrender to PG of certificate(s) representing all of a holder's Avidia Common Stock, Avidia Preferred Stock (each, a "Certificate"), and Exchangeable Warrants each such holder shall receive, in exchange therefor, a certificate representing that number of whole shares of PG Common Stock to which such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue 1.2 hereof less such holder's portion of the Merger and without any action on the part of the holder thereof, cease Holdback Amount (such portion to be outstandingdetermined on a pro rata basis among the holders of Avidia Common Stock, be cancelled Avidia Preferred Stock, Exchangeable Warrants and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b)Assumable Warrants, each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect calculated according to the number of shares of Company Shares issued upon Avidia Common Stock represented by such surrender. Subject to securities on a fully diluted basis), along with a check representing the effect, if any, of applicable escheat and other laws, following surrender value of any New Century Certificatefractional shares as determined pursuant to Section 1.4 below. The stockholders of Avidia, there shall be delivered to the holder entitled thereto, without interest, the amount by virtue of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms their approval of this Agreement shall Agreement, will be deemed to have been delivered in full satisfaction irrevocably constituted and appointed, effective as of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for Dere▇ ▇▇▇▇▇ (▇▇gether with his permitted successors, the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any reasonagreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Indemnity Escrow Agreement (as defined in Section 6.3), they shall to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement on behalf of the stockholders of Avidia (other than the terms of Section 1.2), to give and receive notices on their behalf and to be cancelled and exchanged as provided in this Section 1.6.their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement,

Exchange of Certificates. (a) Upon surrender to At the Company of the Closing, certificates representing the New Century Shares (collectively, the "New Century Certificates"), which immediately prior to the Effective Time represented the issued and outstanding shares of Company Common Stock and Company Preferred Stock that were converted into the right to receive Merger Shares pursuant to Section 2.1(a) shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be canceled in exchange for certificates representing, in the aggregate, the number of whole shares of Parent Common Stock and the number of Retained Shares into which the Company Common Stock and Company Preferred Stock evidenced by the Certificates so surrendered has been converted pursuant to Section 2.1(a) of this Agreement. Such certificates, other than certificates representing Escrow Shares, which certificates shall be delivered to the Escrow Agent on the Closing Date pursuant to Section 2.1(b), shall be delivered to the Stockholders on the Closing Date. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Parent Common Stock and the number of Retained Shares into which the shares of Company Common Stock and Company Preferred Stock have been converted but shall have no other rights. From and after the Effective Time, the holders of shares of Company Common Stock and Company Preferred Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled to receive solely in exchange therefor one or more certificates representing respect of the number of shares of Company Shares to Parent Common Stock and Surviving Corporation Class A Common Stock into which such holder is entitled shares of Company Common Stock and Company Preferred Stock have been converted. (b) In the event any Certificate has 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, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock issuable in exchange therefor and the Surviving Corporation shall issue the shares of Surviving Corporation Class A Common Stock issuable in exchange therefor pursuant to the provisions of Section 1.4(b2.1(a) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger this Agreement. The Board of Directors of Parent may in its discretion and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid a condition precedent to the holder issuance thereof require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement against any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder made against Parent or the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, Surviving Corporation with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.

Exchange of Certificates. (a) Upon surrender At or prior to the Company Effective Time, First Community shall (i) authorize the issuance of and shall make available to a bank or trust company reasonably acceptable to First Community and the certificates representing Minority Bank to act as exchange agent hereunder (the New Century Shares (collectively, the "New Century Certificates"“Exchange Agent”), for the benefit of the holders of such New Century Minority Bank Stock Certificates for exchange in accordance with this Article II, certificates for shares of First Community Common Stock (the “First Community Stock Certificates”) to be issued pursuant to Section 2.1, to the extent First Community Common Stock is to be issued in non-book entry form, and (ii) shall deposit with the Escrow Agent sufficient cash for payment of cash in lieu of any fractional shares of First Community Common Stock in accordance with Section 2.2. Such First Community Stock Certificates and cash are referred to in this Article II as the “Conversion Fund.” First Community shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within ten business days after the Closing Date, First Community shall cause the Exchange Agent to mail to each holder of record of one or more certificates for shares of Minority Bank Common Stock or Minority Bank Preferred Stock (the “Minority Bank Stock Certificates”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Minority Bank Stock Certificates shall each pass, only upon delivery of such certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Minority Bank Stock Certificates pursuant to this Agreement. (c) Upon proper surrender of a Minority Bank Stock Certificate for exchange to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Minority Bank Stock Certificate shall be entitled to receive in exchange therefor one his or more her portion of the Merger Consideration deliverable in respect of the shares of Minority Bank Common Stock or Minority Bank Preferred Stock represented by such Minority Bank Stock Certificate, and such Minority Bank Stock Certificate shall forthwith be canceled. No interest will be paid or accrued on the Merger Consideration deliverable upon surrender of a Minority Bank Stock Certificate. (d) If any First Community Stock Certificate is to be issued in a name other than that in which the Minority Bank Stock Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Minority Bank Stock Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a First Community Stock Certificate in any name other than that of the registered holder of the Minority Bank Stock Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Minority Bank of the shares of Minority Bank Common Stock or Minority Bank Preferred Stock that were issued and outstanding immediately prior to the Effective Time. (f) Any portion of the Conversion Fund that remains unclaimed by the stockholders of the Minority Bank for twelve months after the Effective Time shall be paid to First Community, or its successors in interest. Any stockholders of the Minority Bank who have not theretofore complied with this Article II shall thereafter look only to First Community, or its successors in interest, for the issuance of certificates representing shares of First Community Common Stock and the number payment of cash in lieu of any fractional shares and any unpaid dividends and distributions on First Community Common Stock deliverable in respect of each share of Minority Bank Common Stock or Minority Bank Preferred Stock such stockholder holds as determined pursuant to this Agreement. Notwithstanding the foregoing, none of First Community, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Shares Minority Bank Common Stock, Minority Bank Preferred Stock or outstanding Minority Bank equity awards, for any amount delivered in good faith to which such holder is entitled a public official pursuant to the provisions of Section 1.4(b) hereofapplicable abandoned property, escheat or similar laws. (bg) Each New Century In the event any Minority Bank Stock Certificate converted into Company Shares shallshall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by virtue of the Merger and without any action on the part of the holder thereof, cease person claiming such Minority Bank Stock Certificate to be outstandinglost, stolen or destroyed and, if reasonably required by the Surviving Bank, the posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights made against it with respect to such sharesMinority Bank Stock Certificate, except the right Exchange Agent will issue in exchange for such lost, stolen or destroyed Minority Bank Stock Certificate, and in accordance with Article II, the Per Share Merger Consideration and cash in lieu of any fractional shares deliverable in respect thereof pursuant to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofthis Agreement. (ch) No dividends on or other distributions declared with respect to First Community Common Stock and payable to the Company Shares holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered New Century Minority Bank Stock Certificate until the holder thereof shall surrender such New Century Minority Bank Stock Certificate is surrendered; provided, however, that upon in accordance with this Article II. Promptly after the surrender of an New Century Certificatea Minority Bank Stock Certificate in accordance with this Article II, there the record holder thereof shall be paid entitled to receive any such holder the amount of dividendsdividends or other distributions, if anywithout interest thereon, which theretofore became payable, but which were not paid by reason of the foregoing, had become payable with respect to the number of shares of Company Shares issued upon First Community Common Stock or Minority Bank Preferred Stock represented by such surrenderMinority Bank Stock Certificate. Subject to No holder of an unsurrendered Minority Bank Stock Certificate shall be entitled, until the effect, if any, of applicable escheat and other laws, following surrender of any New Century such Minority Bank Stock Certificate, there to vote the shares of First Community Common Stock into which Minority Bank Common Stock or Minority Bank Preferred Stock shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6converted.

Exchange of Certificates. (a) Upon surrender to the Company As of the Effective Time, SENTRY shall deposit, or shall cause to be deposited, with an exchange agent mutually selected by VIDEO and KNOGO (the "EXCHANGE AGENT"), for the benefit of the holders of VIDEO Shares and KNOGO Shares, for exchange in accordance with this Article III, certificates representing the New Century shares of SENTRY Common Stock, SENTRY Class A Preferred Stock and cash in lieu of fractional shares (such cash and certificates for shares of SENTRY Common Stock and SENTRY Class A Preferred Stock, together with any dividends or distributions with respect thereto (relating to record dates for such dividends or distributions after the Effective Time), being hereinafter referred to as the "EXCHANGE FUND") to be issued pursuant to this Article III and paid pursuant to this Section 3.6 in exchange for outstanding VIDEO Shares and KNOGO Shares. (b) Promptly after the Effective Time, SENTRY shall cause the Exchange Agent to mail to each holder of record of VIDEO Shares (collectivelyi) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such VIDEO Shares shall pass, only upon delivery of the VIDEO Certificates representing such VIDEO Shares to the Exchange Agent and which shall be in such form and have such other provisions as SENTRY may reasonably specify and (ii) instructions for use in effecting the surrender of such VIDEO Certificates in exchange for certificates representing shares of SENTRY Common Stock and cash in lieu of fractional shares. Upon surrender of a VIDEO Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the "New Century Certificates"), the holders holder of VIDEO Shares represented by such New Century Certificates VIDEO Certificate shall each be entitled to receive in exchange therefor one or more certificates (x) a certificate representing that number of whole shares of SENTRY Common Stock and (y) a check representing the number amount of shares cash in lieu of Company Shares to fractional shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive in respect of the VIDEO Certificate surrendered pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century this Article III, after giving effect to any required withholding tax, and the VIDEO Shares represented by the VIDEO Certificate converted into Company Shares shall, by virtue of the Merger and without any action so surrendered shall forthwith be canceled. No interest will be paid or accrued on the part cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of VIDEO Shares. In the holder thereofevent of a transfer of ownership of VIDEO Shares which is not registered in the transfer records of VIDEO, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except a certificate representing the right to receive upon such surrender proper number of shares of Company SENTRY Common Stock, together with a check for the cash to be paid in lieu of fractional shares, may be issued to such a transferee if the VIDEO Certificate representing such VIDEO Shares as provided is presented to the Exchange Agent, accompanied by Section 1.4(b) hereofall documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) Promptly after the Effective Time, SENTRY shall cause the Exchange Agent to mail to each holder of record of KNOGO Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such KNOGO Shares shall pass, only upon delivery of the KNOGO Certificates representing such KNOGO Shares to the Exchange Agent and which shall be in such form and have such other provisions as SENTRY may reasonably specify and (ii) instructions for use in effecting the surrender of such KNOGO Certificates in exchange for certificates representing shares of SENTRY Common Stock, SENTRY Class A Preferred Stock and cash in lieu of fractional shares. Upon surrender of a KNOGO Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of KNOGO Shares represented by such KNOGO Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of SENTRY Common Stock, (y) a certificate representing that number of whole shares of SENTRY Class A Preferred Stock, and (z) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive in respect of the KNOGO Certificate surrendered pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the KNOGO Shares represented by the KNOGO Certificate so surrendered shall forthwith be canceled. No dividends interest will be paid or accrued on the Company cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of KNOGO Shares. In the event of a transfer of ownership of KNOGO Shares which is not registered in the transfer records of KNOGO, a certificate representing the proper number of shares of SENTRY Common Stock and SENTRY Class A Preferred Stock and a check for the cash to be paid in lieu of fractional shares, may be issued to such a transferee if the KNOGO Certificate representing such KNOGO Shares 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. (d) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on SENTRY Common Stock or SENTRY Class A Preferred Stock shall be paid with respect to any shares represented by a VIDEO or KNOGO Certificate, as the case may be, until such Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such VIDEO or KNOGO Certificate, there shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of certificates representing whole shares of Company Shares SENTRY Common Stock or SENTRY Class A Preferred Stock issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretoin exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends so withheld as or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of SENTRY Common Stock or SENTRY Class A Preferred Stock and not paid, less the amount of any withholding taxes which may be required thereon, 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 the Effective Date and prior surrender payable with respect to such date whole shares of deliverySENTRY Common Stock or SENTRY Class A Preferred Stock, less the amount of any withholding taxes which may be required thereon. (de) All Company At or after the VIDEO Effective Time, there shall be no transfers on the stock transfer books of VIDEO of the VIDEO Shares delivered which were outstanding immediately prior to the New Century Shareholders in respect VIDEO Effective Time. At or after the KNOGO Effective Time, there shall be no transfers on the stock transfer books of KNOGO of the New Century KNOGO Shares in accordance with which were outstanding immediately prior to the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century SharesKNOGO Effective Time. If, after the Effective Time, New Century VIDEO or KNOGO Certificates are presented for any reasonto SENTRY, they shall be cancelled canceled and exchanged for certificates for shares of SENTRY Common Stock (and SENTRY Class A Preferred Stock in the case of KNOGO Shares) and cash in lieu of fractional shares, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article III. Certificates surrendered for exchange by any person constituting an "affiliate" of KNOGO or VIDEO for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "SECURITIES Act"), shall not be exchanged until SENTRY has received a written agreement from such person as provided in Section 6.9. (f) No fractional shares of SENTRY Common Stock or SENTRY Class A Preferred Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of SENTRY Common Stock or SENTRY Class A Preferred Stock pursuant to Section 3.1 and Section 3.2, cash adjustments will be paid to holders in respect of any fractional share of SENTRY Common Stock or SENTRY Class A Preferred Stock that would otherwise be issuable, and the amount of such cash adjustment shall be as follows: (i) for SENTRY Common Stock, the cash adjustment shall be equal to such fractional proportion of the average of the closing sales prices of VIDEO Common Stock as reported on the NASDAQ Stock Market's National Market ("NASDAQ/NM") for the five consecutive trading days preceding the Effective Time; and (ii) for SENTRY Class A Preferred Stock, the cash adjustment shall be equal to such fractional proportion of the SENTRY Class A Preferred Stock Face Value (as such term is defined in the SENTRY Certificate of Incorporation Class A Preferred Stock provisions, attached hereto as EXHIBIT A). (g) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of SENTRY Common Stock and SENTRY Class A Preferred Stock) that remains unclaimed by the former stockholders of KNOGO or VIDEO one year after the Effective Time shall be delivered to SENTRY. Any former stockholder of KNOGO or VIDEO who has not theretofore complied with this Article III shall thereafter look only to SENTRY for payment of their shares of SENTRY Common Stock, SENTRY Class A Preferred Stock, cash in lieu of fractional shares and unpaid dividends and distributions on the SENTRY Common Stock and SENTRY Class A Preferred Stock deliverable in respect of each VIDEO or KNOGO Share such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (h) None of VIDEO, KNOGO, SENTRY, VMC, SMC, the Exchange Agent or any other person shall be liable to any former holder of VIDEO Shares or KNOGO Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (i) In the event any VIDEO or KNOGO Certificate 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 SENTRY, the posting by such person of a bond in such reasonable amount as SENTRY may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of SENTRY Common Stock (and SENTRY Class A Preferred Stock in the case of KNOGO Shares) and cash in lieu of fractional shares, and unpaid dividends and distributions on shares of SENTRY Common Stock (and SENTRY Class A Preferred Stock in the case of KNOGO Shares) as provided in this Section 1.63.6, deliverable in respect thereof pursuant to this Agreement.

Exchange of Certificates. (a) Upon Subject to Sections (b) and (c) below, as soon as practicable after the Effective Date, each holder of a certificate or certificates which prior thereto represented validly issued and outstanding shares of Company Common Stock shall surrender such certificate or certificates to Pre-Cell or to its designated transfer agent, and shall receive in exchange therefore a certificate representing his/her pro-rata portion of Seven Hundred Thousand (700,000) shares of Pre-Cell Common Stock into which the shares of the Company's Common Stock theretofore represented by the surrendered certificate or certificates shall have been converted pursuant to Section 2.1(a) hereof. Until so surrendered, each certificate that on the Effective Date represents issued and outstanding shares of the Company's Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of shares of Pre-Cell Common Stock into which the shares of Company Common Stock shall have been converted. (b) Two Hundred Seventy Thousand (200,000) shares of Pre-Cell Common Stock shall be retained by Pre-Cell (the "Indemnity Amount"), subject to adjustment as provided below, and shall be delivered, pro rata, to the Company Shareholders within six (6) months after the Closing Date (the period between the Closing Date and six months after the Closing Date hereof being referred to as the "Indemnity Period"). Pre-Cell may, subject to the provisions of this Section 2.2(b), reduce the Indemnity Amount by the amount of any and all claims made by Pre-Cell under Section 10.2 (the Indemnity Provision). If, at the end of the certificates representing Indemnity Period, Pre-Cell has made no claims under Section 10.2 (Indemnity Provision) hereof, the New Century Shares full Indemnity Amount shall be released to the Shareholders in accordance with Section 2.2(a) above. If, at the end of the Indemnity Period, Pre-Cell has made one or more claims under Section 10.2 (Indemnity Provision) hereof, then a portion of the Indemnity Amount equal to the alleged value of Pre-Cell's claim(s) shall be held by the Pre-Cell pending the final determination of such claim(s), and the balance of the Indemnity Amount, if any, shall be delivered by Pre-Cell to the Shareholders within thirty (30) days after the end of the Indemnity Period. Upon the final determination of such claim(s), such withheld portion of the Indemnity Amount shall either be retained by Pre-Cell or delivered to the Shareholders, as applicable. Any delivery or withholding of the Indemnity Amount pursuant to this Section 2.2(b) shall not limit or affect any party's rights or remedies (or be such party's sole or exclusive right or remedy) with respect to this Agreement, the breach of any representation, warranty or obligation herein, the failure of any condition to the Pre-Cell's obligations hereunder to be satisfied or the indemnification obligations of any party hereunder. (c) One Hundred Thousand (100,000) shares of Pre-Cell Common Stock (the "Governmental Holdback"), subject to adjustment as provided in this Section 2.2 (c) below, shall be delivered by Pre-Cell to the Shareholders within thirty (30) days after the first anniversary of the Closing Date (the period between the Closing Date and the first anniversary thereof being referred to as the "Deferral Period"). Pre-Cell may, subject to the provisions of this Section 2.2(c), reduce the Deferral Amount by the amount of any and all claims against Pre-Cell or the Constituent Corporations in connection with any claims made by any governmental authorities relating to the Company, including, without limitation, the Federal Communications Commission, any state public utility commissions or public service commissions, the United States Internal Revenue Service or any state or local taxing authorities (collectively, the "New Century CertificatesGovernmental Authorities"). If, at the end of the Deferral Period, no claims have been made by any such Governmental Authorities, the holders full Deferral Amount shall be released to the Shareholders in accordance with Section 2.2(a) above. If, at the end of the Indemnity Period, any claims have been made or threatened by any Governmental Authority, then a portion of the Deferral Amount equal to the alleged value of any such claim(s) shall be held by Pre-Cell pending the final determination of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing claim(s), and the number of shares of Company Shares to which such holder is entitled pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue balance of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividendsDeferral Amount, if any, which theretofore became payable, but which were not paid shall be delivered by reason Pre-Cell to the Shareholders within thirty (30) days after the end of the foregoingDeferral Period. Upon the final determination of such claim(s), such withheld portion of the Deferral Amount shall either be retained by Pre-Cell or delivered to the Shareholders, as applicable. Any delivery or withholding of the Deferral Amount pursuant to this Section 2.2(c) shall not limit or affect any party's rights or remedies (or be such party's sole or exclusive right or remedy) with respect to this Agreement, the number breach of shares any representation, warranty or obligation herein, the failure of Company Shares issued upon such surrender. Subject any condition to the effect, if any, of applicable escheat and other laws, following surrender Pre-Cell's obligations hereunder to be satisfied or the indemnification obligations of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryparty hereunder. (d) All Company Shares delivered to For purposes of Sections 2.2(b) and 2.2(c), the New Century Shareholders in respect value of the New Century Pre-Cell Shares shall be the greater of (i) $2.00 per share, and (ii) the closing price of one share of Pre-Cell Common Stock on the day immediately prior to [the satisfaction of any Loss (as defined in accordance Article X hereof] in connection with the terms matters described in Section 2.2(b) and (c). Additionally, the Shareholders shall have the option to deliver the value of this Agreement shall be deemed to have been delivered any such Loss in full satisfaction cash or shares of all rights pertaining to such New Century Shares. If, after Pre-Cell Common Stock as described in the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6immediately preceding sentence.

Exchange of Certificates. Parent shall authorize one or more persons to act as Exchange Agent hereunder (a) the "Exchange Agent"). As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail, to all former holders of record of shares of Company Common Stock that were converted into the right to receive Merger Consideration, instructions for surrendering their Certificates in exchange for a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of Certificates for cancellation to the Company Exchange Agent, together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of, and title to, the Certificates shall pass, only upon delivery of the certificates representing Certificates to the New Century Shares (collectivelyExchange Agent) and other requested documents and in accordance with the instructions thereon, the "New Century Certificates"), the holders holder of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates (a) a certificate representing the that number of whole shares of Parent Common Stock into which the shares of Company Shares to which such holder is entitled Common Stock theretofore represented by the Certificates so surrendered shall have been converted pursuant to the provisions of Section 1.4(b) hereof. this Agreement, (b) Each New Century Certificate converted into Company Shares shall, by virtue a certificate representing that number of the Merger and without any action on the part of Contingent Value Rights to which the holder thereofis entitled under this Agreement, cease and (c) a check in the amount of any cash due pursuant to Section 1.6(a)(ii) or Section 1.13. No interest shall be outstanding, be cancelled and retired and cease to existpaid or shall accrue on any such amounts. Until surrendered as contemplated by in accordance with the provisions of this Section 1.6(b)1.9, each holder of New Century Shares Certificate shall thereafter cease to possess any rights with respect to such shares, except represent for all purposes only the right to receive upon such surrender number Merger Consideration and, if applicable, amounts under Section 1.13. Shares of Parent Common Stock into which shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares Common Stock shall be paid to converted in the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to Merger at the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement Time shall be deemed to have been delivered 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 5 7 that of the registered holder of the Certificate surrendered, or establish to the satisfaction of all rights pertaining the Exchange Agent that such tax has been paid or is not applicable. Beginning the date which is six months following the Closing Date, Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate shall look solely to Parent for any amounts to which such New Century Sharesholder may be due, subject to applicable law. IfNotwithstanding any other provisions of this Agreement, any portion of the Merger Consideration remaining unclaimed five years after the Effective TimeTime (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, New Century Certificates are presented for or become property of, any reasongovernmental entity) shall, they shall be cancelled to the extent permitted by law, become the property of Parent free and exchanged as provided in this Section 1.6clear of any claims or interest of any person previously entitled thereto.

Exchange of Certificates. (a) As soon as practicable after the Effective Time, Parent will send to each of the registered holders of Company Stock Certificates a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, Parent shall (i) deliver to the holder of such Company Stock Certificate, such holder's pro rata portion of the certificates Cash Consideration and a certificate representing the New Century Shares (collectively, the "New Century Certificates"), the holders 85% of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.6, and (ii) deliver to the Escrow Agent under the Escrow Agreement (as defined below) on behalf of such holder a certificate in the name of the Escrow Agent representing 15% of the number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.6, provided that the certificates representing Parent Common Stock to be delivered to the holder of a Company Shares Stock Certificate under clause (i) above and to the Escrow Agent under clause (ii) above shall, in each case, represent only whole shares of Parent Common Stock and in lieu of any fractional shares to which such holder is entitled would otherwise be entitled, the holder of such Company Stock Certificate shall be paid in cash an amount equal to the sum of (1) the dollar amount (rounded to the nearest whole cent) determined by multiplying $42.25 by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder under clause (i) above and (2) the dollar amount (rounded to the nearest whole cent) determined by multiplying $42.25 by the fraction of a share of Parent Common Stock that would otherwise be deliverable to the Escrow Agent under clause (ii) above. Notwithstanding the foregoing, Parent may deliver to the Escrow Agent one certificate representing the total number of shares of Parent Common Stock to be held in escrow pursuant to the provisions this Section 1.9(a) in lieu of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue issuing separate certificates representing 15% of the Merger and without any action on the part total shares of the Parent Common Stock issuable to each holder thereof, cease of Company capital stock pursuant to Section 1.6(a). All Company Stock Certificates so surrendered shall be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b)1.9, each holder Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration in accordance with this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of New Century Shares shall thereafter cease any certificate representing Parent Common Stock or the payment of cash in lieu of fractional shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to possess provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any rights claim that may be made against Parent or the Surviving Corporation with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofStock Certificate. (cb) No dividends on or other distributions declared or made with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until such New Century Certificate is surrendered; providedwith respect to the shares of Parent Common Stock represented thereby, however, that upon surrender and no cash payment in lieu of an New Century Certificate, there any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). (c) Parent and the amount Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of dividends, if any, which theretofore became payable, but which were not paid by reason capital stock (or options or other rights to acquire capital stock) of the foregoingCompany pursuant to this Agreement such amounts as Parent or the Surviving Corporation may be required to deduct or withhold therefrom under the Code or under any provision of state, with respect 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 having been paid to the number of shares of Company Shares issued upon Person to whom such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryamounts would otherwise have been paid. (d) All Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock (or options or other rights to acquire capital stock) of the Company Shares for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed any public official pursuant to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Ifany applicable abandoned property, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6escheat or similar law.

Exchange of Certificates. (a) Upon surrender After the Effective Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent to the Company of the certificates representing the New Century Shares (collectivelySRG Security Holders, the "New Century Certificates")SRG Security Holders shall be required to surrender all their SRG Securities to the Exchange Agent, and the holders of such New Century Certificates SRG Security Holders shall each be entitled upon such surrender to receive in exchange therefor one or more certificates representing the number of shares Merger Shares into which the SRG Securities theretofore represented by the stock transfer forms so surrendered shall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate, which, prior to the Effective Time, represented SRG Securities, shall be deemed for all corporate purpose, subject to the further provisions of Company this Article I, to evidence the ownership of the number of Merger Shares to for which such holder is entitled SRG Securities have been so exchanged. No dividend payable to holders of Merger Shares of record as of any Date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented SRG Securities, until such certificate or certificates representing all the relevant SRG Securities, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the provisions of Section 1.4(b) hereofExchange Agent. (b) Each New Century Certificate converted into Company All Merger Shares shall, by virtue of for which the Merger and without any action on the part of the holder thereof, cease SRG Securities shall have been exchanged pursuant to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement Article I shall be deemed to have been delivered issued in full satisfaction of all rights pertaining to such New Century Shares. If, after the SRG Securities. (c) On the Effective TimeDate, New Century Certificates are presented for any reason, they the stock transfer book of SRG shall be cancelled deemed to be closed and exchanged as provided in this Section 1.6no transfer of SRG Securities shall thereafter be recorded thereon. (d) If any registered certificate for SRG Securities shall have been lost, stolen or destroyed, the Surviving Entity, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed shall issue the Merger Shares represented by such certificate to the persons legally entitled thereto.

Exchange of Certificates. (a) Upon surrender As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company designated by Parent and reasonably satisfactory to the Company of (the certificates representing the New Century Shares (collectively, the "New Century Certificates"“Exchange Agent”), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II through the Exchange Agent certificates representing a number of shares of Parent Common Stock equal to the Exchange Ratio multiplied by the number of outstanding shares of Company Common Stock held by holders of record other than Parent, Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub, rounded down to the nearest whole number. For purposes of such New Century deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay cash in lieu of fractional shares pursuant to Section 2.04(e) and any dividends and other distributions pursuant to Section 2.04(c). Any cash and certificates representing Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid per share of Company Common Stock pursuant to Section 2.01 out of the Exchange Fund. Except as contemplated by Sections 2.04(c) and 2.04(e) hereof, the Exchange Fund shall not be used for any other purpose. (b) Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate formerly representing Company Common Stock (a “Certificate”), other than Parent or Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub, (i) a letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall each pass, only upon proper delivery of the Certificates to the Exchange Agent, which letter shall be in customary form and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates representing shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.01(a)(i) (after taking into account all shares of Company Shares Common Stock then held by such holder) and/or (B) a check in the amount equal to which the cash that such holder is entitled has the right to receive with respect to any fractional shares of Parent Common Stock pursuant to Section 2.04(e) and dividends and other distributions pursuant to Section 2.04(c), if any, and the provisions Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.04(c) or Section 2.04(e). In the event of Section 1.4(b) hereof. (b) Each New Century Certificate converted into a transfer of ownership of Company Shares shall, by virtue Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights paid with respect to such shares, except Company Common Stock to such a transferee if the right to receive upon Certificate representing such surrender number of shares of Company Shares as provided Common Stock is presented to the Exchange Agent in accordance with this Section 2.04(b), accompanied by Section 1.4(b) hereofall documents required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid. (c) No dividends on or other distributions declared or made after the Company Shares 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 New Century Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), unless and until the holder of such Certificate until shall surrender such New Century Certificate is surrendered; providedin accordance with Section 2.04(b). Subject to the effect of escheat, howeverTax or other applicable Laws, that upon following surrender of an New Century any such Certificate, there shall be paid to such the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.04(e) and the number amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Shares issued upon such surrender. Subject to Parent Common Stock and (ii) at the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interestappropriate payment date, the amount of dividends so withheld as of any or other distributions, with a record date subsequent to after the Effective Date and Time but prior to surrender and a payment date occurring after surrender, payable with respect to such date whole shares of deliveryParent Common Stock. (d) All Company Shares The Merger Consideration delivered to the New Century Shareholders in respect upon surrender of the New Century Shares Certificates in accordance with the terms of this Agreement hereof (including any cash paid pursuant to Section 2.04(c) or Section 2.04(e)) shall be deemed to have been delivered paid in full satisfaction of all rights pertaining to such New Century Sharesshare of Company Common Stock. (e) No certificates or scrip representing fractional shares of Parent Common Stock, or book-entry credit of the same, shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests shall not entitle the owner thereof to any rights of a stockholder of Parent. IfFor purposes of this Section 2.04(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to the fourth decimal point. In lieu of any such fractional share of Parent Common Stock, each holder of Company Common Stock otherwise entitled to a fraction of a share of Parent Common Stock 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 share of Parent Common Stock multiplied by (ii) an amount equal to the average of the closing sale prices for Parent Common Stock on the OTC Bulletin Board, for each of the twenty (20) consecutive trading days ending with the second complete trading day prior to the Effective Time. (f) Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock for six months after the Effective TimeTime shall be delivered to Parent, New Century Certificates upon demand, and, from and after such delivery to Parent, any holders of Company Common Stock who have not theretofore complied with this Article II shall thereafter look only to Parent for the Merger Consideration payable in respect of such shares of Company Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which they are presented entitled pursuant to Section 2.04(e) and any dividends or other distributions with respect to Parent Common Stock to which they are entitled pursuant to Section 2.04(c), in each case, without any interest thereon. (g) Neither Parent, Merger Sub, the Surviving Corporation, the Exchange Agent nor the Company shall be liable to any holder of shares of Company Common Stock for any reasonsuch shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any abandoned property, they escheat or similar Law. (h) If any Certificate 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 Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.04(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.04(c), in each case, without any interest thereon. (i) Parent or the Exchange Agent shall be cancelled entitled to deduct and exchanged withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as provided Parent or the Exchange Agent are required to deduct and withhold under the Code, or any Tax Law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in this respect of whom such deduction and withholding was made by Parent or the Exchange Agent. (j) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 1.62.04(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Exchange of Certificates. At the Effective Time, Parent shall deposit with Mellon Shareholder Services or such other bank or trust company as may be designated by Parent (the "Exchange -------- Agent") and which shall be reasonably acceptable to the Company, for the benefit ----- of the holders of Company Common Stock, for exchange in accordance with this Article II, through the Exchange Agent, certificates representing the shares of Parent Common Stock (such shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time and any cash payments in lieu of any fractional shares of Parent Common Stock, being hereinafter referred to as the "Exchange Fund") assumable ------------- and payable pursuant to Section 2.1 in exchange for Company Common Stock. (a) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock (the "Certificates") whose shares ------------ were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Company Exchange Agent or to other such agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the certificates representing the New Century Shares (collectivelyExchange Agent, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more (x) certificates representing the that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all Company Shares Common Stock then held by such holder under all such Certificates so surrendered, and (y) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) (in each case after giving effect to any required withholding taxes), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of Section 1.4(b) hereof. (b) Each New Century Certificate converted into a transfer of ownership of Company Shares shall, by virtue Common Stock which is not registered in the transfer records of the Merger Company, certificates representing the proper number of shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and without the Person requesting such issuance shall pay any action on the part transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder thereofof such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Notwithstanding anything to the contrary contained herein, cease no certificate representing Parent Common Stock or cash (including in lieu of a fractional share interest) shall be delivered to be outstanding, be cancelled a Person who is an "affiliate" (as contemplated by Section 7.13 hereof) of the Company unless such affiliate has theretofore executed and retired and cease delivered to existParent the agreement referred to in Section 7.13. Until surrendered as contemplated by this Section 1.6(b2.2(b), each holder of New Century Shares Certificate shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number the Merger Consideration or cash in lieu of any fractional shares of Company Shares Parent Common Stock as provided contemplated by Section 1.4(b2.2(e) hereofand any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest will be paid or will accrue on any cash payable to holders of Certificates. (cb) No dividends on or other distributions with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.2(e) until the holder of record of such New Century Certificate is surrendered; providedshall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, however, that upon following surrender of an New Century 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) at the time of such holder surrender, the amount of dividends, if any, any cash payable in lieu of a fractional share of 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 became payable, but which were not paid by reason of the foregoing, with respect to the number of such whole shares of Company Shares issued upon such surrender. Subject to Parent Common Stock, less the effect, if any, of applicable escheat and other laws, following surrender amount of any New Century Certificatewithholding taxes which may be required thereon, there shall be delivered to and (ii) at the holder entitled thereto, without interestappropriate payment date, the amount of dividends so withheld as of any or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to the Effective Date and prior such surrender payable with respect to such date whole shares of deliveryParent Common Stock, less the amount of any withholding taxes which may be required thereon. (dc) All Company Shares delivered to shares of Parent Common Stock issued upon the New Century Shareholders in respect surrender for exchange of the New Century Shares Certificates in accordance with the terms of this Agreement Article II (including any cash paid pursuant to Section 2.2(e)) shall be deemed to have been delivered issued (and paid) in full satisfaction of all rights pertaining to the Company Common Stock previously represented by such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6Certificates.

Exchange of Certificates. (a) Upon surrender On or prior to the Company Closing Date, Parent shall make available to each record holder who, as of the Effective Time, was a holder of an outstanding certificate or certificates representing which immediately prior to the New Century Effective Time represented Company Shares (collectively, the "New Century Certificate" or "Certificates"), a letter of transmittal and instructions in a form reasonably acceptable to Parent and Company ("Letter of Transmittal") for use in effecting the holders surrender of the Certificates for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Parent and the form of Letter of Transmittal shall so reflect. Upon surrender to Parent of a Certificate, together with such Letter of Transmittal duly executed, the holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor (i) one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the that number of whole shares of fully paid and nonassessable shares of Parent Common Stock to which such holder of Company Shares shall have become entitled pursuant to the provisions of Section 2.1 hereof, (ii) as to any fractional share of Parent Common Stock, a check representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.2 hereof, and (iii) any dividend or other distribution to which such holder is entitled pursuant to Section 2.3(b) hereof, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If any portion of the consideration to be received pursuant to Sections 2.1, 2.2 and 2.3(b) upon exchange of a Certificate (whether a certificate representing shares of Parent Common Stock or by 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 or a check representing cash for a fractional share to such other person, or established to the satisfaction of Parent that such tax has been paid or that such tax is not applicable. From the Effective Time until surrender in accordance with the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b)2.3, each holder of New Century Shares Certificate shall thereafter cease to possess any rights with respect to such shares, except represent for all purposes only the right to receive upon such surrender number the consideration provided in Sections 2.1, 2.2 and 2.3(b). All payments of respective shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, Parent Common Stock that are made upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Certificates in accordance with the terms of this Agreement hereof shall be deemed to have been delivered made in full satisfaction of all rights pertaining to the Company Shares evidenced by such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6Certificates.

Exchange of Certificates. (a) At the Closing, MMX shall make available for exchange in accordance with this Section 1.03 the shares of MMX Common Stock issuable pursuant to Section 1.02 in exchange for outstanding RKI Shares. (b) At the Closing, each holder of record of a stock certificate that, immediately prior to the Effective Time, represented RKI Shares (a "Certificate") whose shares are being converted into MMX Common Stock pursuant to Section 1.02 shall surrender the Certificate in exchange for a certificate evidencing MMX Common Stock. Upon surrender of a Certificate for cancellation to the Company of the certificates representing the New Century Shares (collectivelyMMX, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates representing a certificate for the number of whole shares of Company Shares MMX Common Stock to which such the holder of RKI Shares is entitled pursuant to Section 1.02 hereof and is represented by the provisions Certificate so surrendered. The Certificate so surrendered shall forthwith be canceled. In the event of Section 1.4(b) hereof. (b) Each New Century a transfer of ownership of RKI Shares which is not registered in the transfer records of RKI, MMX Common Stock may be delivered to a transferee if the Certificate converted into Company representing such RKI Shares shall, is presented to MMX and accompanied by virtue of the Merger all documents required to evidence and without effect such transfer and to evidence that any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existapplicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6(b1.03(b), each holder of New Century Shares Certificate shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender such whole number of shares of Company Shares MMX Common Stock as provided by Section 1.4(b) hereof1.02 and the provisions of Delaware Law. (c) No dividends or other distributions declared or made after the Effective Time on the Company Shares MMX Common Stock shall be paid to the holder of any unsurrendered New Century Certificate until the holder of record of such New Century Certificate is surrenderedshall surrender such Certificate; provided, however, that upon surrender of an New Century a Certificate, but subject to the effect, if any, of applicable escheat and other laws, there shall be paid to the holder of such holder Certificate, without interest, the amount of dividendsdividends or distributions, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Company Shares MMX Common Stock represented by the Certificate or Certificates issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares MMX Common Stock delivered to upon the New Century Shareholders in respect surrender for exchange of the New Century RKI Shares in accordance with the terms of this Agreement hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century RKI Shares. After the Effective Time, there shall be no further registration of transfers on the stock transfer books of RKI of the RKI Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled canceled and exchanged as provided in this Section 1.61.03.

Exchange of Certificates. (a) Upon surrender to At the Company of Closing, the Parent shall provide the Shareholder with certificates representing the New Century Shares (collectively, the "New Century Certificates"), the holders of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the appropriate number of shares of Company Shares Parent Common Stock and the Warrants to be distributed by the Shareholder to certain of its shareholders and employees as provided in SCHEDULE 1.6. Upon surrender of the certificate which such holder is entitled pursuant immediately prior to the provisions Closing represented shares of Section 1.4(bCompany Common Stock (the "Certificate") hereof. (b) Each New Century Certificate converted into Company Shares shallby the Shareholder to the Parent, by virtue of the Merger and without any action on the part of the holder thereof, cease to Certificates so surrendered shall forthwith be outstanding, be cancelled and retired and cease to existcanceled. Until surrendered as contemplated by this Section 1.6(b)so surrendered, each holder of New Century Shares outstanding Certificate shall thereafter cease be deemed, from and after the Effective Time, to possess any rights with respect to such shares, except represent solely the right to receive upon such surrender that number of shares of Parent Common Stock and the Warrants into which such shares of Company Shares as provided by Section 1.4(bCommon Stock shall have been converted in accordance with this Agreement. (b) hereofBecause the certificates for shares of Parent Common Stock are to be issued in a name other than the name in which the Certificate surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer. (c) If any Certificate 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 satisfactory to the Parent and complying with any other reasonable requirements imposed by the Parent, the Parent will cause to be delivered in exchange for such lost, stolen or destroyed Certificate the number of shares of Parent Common Stock and the Warrants deliverable in respect thereof. (d) No dividends on or other distributions declared or made after the Company Shares shall 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 New Century Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such New Century Certificate is surrendered; providedshall surrender such Certificate. Subject to applicable law, however, that upon following surrender of an New Century any such Certificate, there shall be paid to such the record holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of certificates representing shares of Company Shares Parent Common Stock issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretoin exchange therefor, without interest, at the time of such surrender, the amount of dividends so withheld as of any or other distributions with a record date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6Time theretofore paid with respect to such shares of Parent Common Stock.

Exchange of Certificates. (a) Upon surrender Promptly after the Effective Time, Parent shall issue the number of shares of Parent Common Stock that areissuable pursuant to Section 1.8 and, as required by this Section 1.10, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition (the Company "Exchange Agent") for the benefit of the holders of Shares for exchange in accordance with this Article I: (i) certificates representing the New Century Shares appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8 (collectivelyafter the application of Section 1.10(i)), 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 "New Century CertificatesExchange Fund"), in exchange for outstanding Shares. (b) Parent shall cause the holders Exchange Agent, as soon as reasonably practicable (but in no event later than twenty (20) days) after the Effective Time, to mail to each holder of 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 Parent Common Stock 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 the Certificates shall pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and, if applicable, cash to be paid for fractional shares of Parent Common Stock and instructions regarding any lost, stolen, destroyed or mutilated Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal duly executed, the holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one or more certificates a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the number of shares of Company Shares cash consideration to which such holder is may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century this Article I, and the Certificate converted into Company Shares shallso surrendered shall forthwith be canceled. Parent shall cause the Exchange Agent to deliver such certificates and cash, if any, to such holder as soon as reasonably practicable after receipt by virtue the Exchange Agent of the Merger holder's properly completed letter of transmittal and without any action on Certificate evidencing his, her or its Shares. In the part event of a transfer of ownership of Shares that is not registered in the transfer records of the holder thereofCompany, cease a certificate representing the proper number of shares of Parent Common Stock and, if applicable, a check representing the amount of consideration payable in lieu of fractional shares of Parent Common Stock may be issued to be outstanding, be cancelled a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and retired effect such transfer and cease to existby evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6(b)1.10, each holder of New Century Shares Certificate shall thereafter cease be deemed at any time after the Effective Time to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of the certificate representing shares of Company Shares Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as provided contemplated by this Section 1.4(b) hereof1.10. (c) No dividends on or other distributions declared or made after the Company Shares 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 New Century 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 New Century Certificate shall surrender such Certificate or such documentation as may be reasonably required regarding any lost, stolen, destroyed or mutilated Certificates. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be promptly 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 surrenderedentitled 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. (d) 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 in a form reasonably acceptable to Parent, 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 upon surrender Parent or the Exchange Agent may, in its discretion, require the delivery of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliverya suitable bond or indemnity. (de) All Company Shares delivered to shares of Parent Common Stock issued upon the New Century Shareholders in respect surrender for exchange of the New Century Shares in accordance with the terms of this Agreement hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been delivered issued in full satisfaction of all rights pertaining to such New Century 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 after the Effective Time 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, New Century Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled canceled and exchanged as provided in this Section 1.6Article 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 (after aggregating all fractions that such holder may be entitled to) 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 (i) the Exchange Ratio Determination Price by (ii) 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 portion of the Exchange Fund that remains undistributed to the shareholders of the Company upon the expiration of twelve (12) months after the Effective Time shall be delivered to Parent upon demand and any shareholders of the Company who have not theretofore complied with this Article I shall thereafter look only to Parent as general creditors for payment of their claim for Parent 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. (h) Neither Parent, Acquisition nor the Company shall be liable to any holder of Shares or Parent Common Stock, as the case may be, for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Upon surrender As promptly as practicable after the Effective Time, Parent shall deposit, or shall cause to be deposited, with American Stock Transfer and Trust Company LLC or another bank or trust company designated by Parent and reasonably satisfactory to the Company of (the certificates representing the New Century Shares (collectively, the "New Century Certificates"“Exchange Agent”), for the benefit of the holders of such New Century Shares, for exchange in accordance with this Section 2.1 through the Exchange Agent, an amount of cash sufficient to deliver to holders of Shares the aggregate Merger Consideration to which they are entitled pursuant to Section 1.5. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” Pursuant to irrevocable instructions, the Exchange Agent shall promptly deliver the Merger Consideration from the Exchange Fund to the former Company stockholders who are entitled thereto pursuant to Section 1.5. (b) As soon as reasonably practicable after the Effective Time, but in no event more than five (5) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate formerly representing Shares (a “Certificate”), other than Parent or Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub, (i) a letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall each pass, only upon proper delivery of the Certificates to the Exchange Agent, which letter shall not be inconsistent with the terms of this Agreement and provided, however, that, prior to the Effective Time, Parent shall afford the Company a reasonable opportunity to review and comment on such transmittal materials and obtain the Company’s approval of such materials, which approval shall not be unreasonably withheld in customary form and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor one or more certificates representing therefore the number of shares of Company Shares to which Merger Consideration that such holder is entitled to receive pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue 1.5 in respect of the Merger Shares formerly represented by such Certificate, and without the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any action on cash payable pursuant to Section 1.5. In the part event of a transfer of ownership of Shares which is not registered in the transfer records of the holder thereofCompany, cease to the Merger Consideration may be outstanding, be cancelled issued and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights paid with respect to such sharesShares to such a transferee if the Certificate formerly representing such transferred Shares is presented to the Exchange Agent in accordance with this Section 2.1(b), except the right accompanied by all documents required to receive upon evidence and effect such surrender number of shares of Company Shares as provided by Section 1.4(b) hereoftransfer and evidence that any applicable stock transfer Taxes have been paid. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that The Merger Consideration delivered upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Certificates in accordance with the terms of this Agreement hereof shall be deemed to have been delivered paid in full satisfaction of all rights pertaining to the Shares formerly represented by such New Century Certificates. (d) Any portion of the Exchange Fund which remains undistributed to the holders of Shares twelve months after the Effective Time shall be returned to Parent, upon demand, and, from and after such delivery to Parent, any holders of Shares who have not theretofore complied with this Section 2.1 shall thereafter look only to Parent for the Merger Consideration payable in respect of such Shares. (e) Neither Parent, Merger Sub, the Surviving Corporation, the Exchange Agent nor the Company shall be liable to any holder of Shares for any cash from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law. IfNotwithstanding the foregoing, immediately prior to the time any portion of the Merger Consideration would escheat to a governmental body, such Merger Consideration shall become the property of Parent. (f) If any Certificate 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 the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against the Surviving Corporation with respect to such Certificate, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the Shares formerly represented by such Certificate. (g) Parent, the Surviving Corporation or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Stock Options or Company Warrants such amounts as Parent, the Surviving Corporation or the Exchange Agent are required to deduct and withhold under the Code, or any Tax Law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Exchange Agent, such withheld amounts shall be remitted to the appropriate Taxing Authority and treated for all purposes of this Agreement as having been paid to the holder of Shares, Stock Options or Company Warrants in respect of whom such deduction and withholding was made by Parent or the Exchange Agent. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided, however, that such investments shall 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 M▇▇▇▇’▇ 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 (based on the most recent financial statements of such bank which are then publicly available). Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.1(d). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount that is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations. (i) Parent shall take all actions necessary so that, as promptly as practicable after the Effective Time, New Century Certificates are presented the Surviving Corporation shall pay or cause to be paid to each holder of Stock Options granted under any Company Equity Plan or otherwise the amounts to which such holder is entitled as determined in accordance with Section 1.5 (c) without interest, through the Surviving Corporation’s payroll system. (j) Parent shall take all actions necessary so that, as promptly as practicable following the Effective Time, the Surviving Corporation shall pay or cause to be paid to the holder of Company Warrants, in exchange for any reasona warrant cancellation agreement, they shall be cancelled and exchanged the amounts to which such holder is entitled as provided determined in this accordance with Section 1.61.5 (d).

Exchange of Certificates. (a) Upon surrender The Shareholders agree to deliver to the Company Trustee certificates representing all shares of Common Stock owned by the Shareholders, duly endorsed (or accompanied by duly endorsed stock powers) for transfer and agree to take all actions necessary for the transfer to the Trustee of their shares of Common Stock. The Trustee agrees that he will cause the certificates representing the shares of Common Stock delivered hereunder to be transferred on the books of the Corporation into the name of the Trustee acting in his capacity as such. The Trustee ------------------------------------------------------------------------------- JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 1 agrees to issue and deliver to each Shareholder a Voting Trust Certificate in the form attached hereto as Exhibit A ("Voting Trust Certificate"), which shall evidence receipt by the Trustee of the certificates representing shares of Common Stock pursuant to the New Century Shares (collectivelyterms of this Agreement. Voting Trust Certificates shall be subject to the restrictions on the transferability thereof contained in the Shareholders' Agreement. The Trustee shall keep a list of the shares of Common Stock transferred to him and shall keep a record of the name, the "New Century Certificates"), address and beneficial interest of the holders of such New Century Voting Trust Certificates issued hereunder. Such list and record shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled pursuant open at all reasonable times to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue inspection of the Merger and without any action on the part holders of the holder thereof, cease to be outstanding, be cancelled and retired and cease to existVoting Trust Certificates. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms A copy of this Agreement shall be deemed available for inspection at the registered office of the Corporation during the existence of the trust, and certificates issued to have been delivered the Trustee in full satisfaction his capacity as such shall bear a legend reflecting the existence of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6trust created hereby.

Exchange of Certificates. (a) Upon surrender At the Effective Time or as soon as practicable thereafter and in any event within seven (7) days of the Closing, certificates (the “Certificates”) representing all of the issued and outstanding shares of Company Capital Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be canceled in exchange for the amount of cash consideration allocated to each Stockholder pursuant to Section 2.2(a). The Initial Merger Consideration shall, to the extent Certificates have been surrendered, at Closing (or thereafter upon surrender of Certificates), be wired to an account designated by the Stockholder Representative (as such term is defined in, the Escrow Agreement) for further distribution by the Stockholder Representative pro rata to the Stockholders in the amounts set forth on Schedule 2.2 attached hereto, less ten percent (10.0%) thereof which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof and less any fees and expenses pursuant to Section 7.5. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the form of Exhibit B attached hereto. Until surrendered with an executed Letter of Transmittal, each outstanding Certificate which immediately prior to the Effective Time represented shares of Company Capital Stock shall be deemed for all corporate purposes to evidence ownership of the certificates representing amount of cash issuable upon conversion of such shares of Company Capital Stock, but shall, subject to applicable appraisal rights under the New Century Shares (collectivelyURBCA and Section 2.2(e), have no other rights. Subject to appraisal rights under the "New Century Certificates"URBCA and Section 2.2(e), from and after the Effective Time, the holders of shares of Company Capital Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the amount of cash into which such shares of Company Capital Stock have been converted. (b) If any cash is to receive be paid in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the payment of such cash that (i) the Certificate(s) so surrendered shall be transferable, and shall be properly assigned, endorsed or more certificates representing accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper and (iii) the number person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the 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 Shares Capital Stock for cash paid to which such holder is entitled pursuant to the provisions of Section 1.4(b2.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making and delivery to Parent of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the cash issuable in exchange therefor pursuant to the holder provisions of Section 2.2(a) of this Agreement. Parent shall 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 unsurrendered New Century claim that may be made against Parent with respect to the Certificate until alleged to have been lost, stolen or destroyed. The delivery by a Stockholder to Parent of such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividendsaffidavit and indemnity agreement, if any, which theretofore became payable, but which were not paid by reason shall be deemed for all purposes under this Agreement to be delivery of the foregoing, with respect to the number of a Certificate representing all issued and outstanding shares of Company Shares issued upon Capital Stock owned or held by such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryStockholder. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. If, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

Exchange of Certificates. Promptly after the Effective Time, the Company shall cause the Paying Agent to mail or otherwise deliver to each Equity Holder of record as of the Effective Time of certificates or Restricted Stock Awards or Warrants which immediately prior to the Effective Time represented shares of Common Stock, Preferred Stock, or Warrants, respectively (acollectively, the “Certificates”) a letter of transmittal in the form attached hereto as Exhibit E (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent (if such Certificates represent shares of Preferred Stock or Common Stock or Warrants) or to the Company (if such Certificates represent Warrants)), and instructions for use in effecting the surrender of the Certificates and payment therefor. Upon surrender to the Company Paying Agent or the Company, as applicable, of the certificates representing the New Century Shares a Certificate or an Affidavit of Lost Certificate (collectivelyas defined below), together with such letter of transmittal properly completed and duly executed, the "New Century Certificates"), the holders holder of such New Century Certificates Certificate shall each be entitled to receive in exchange therefor one the applicable portion of the Common Stock Merger Consideration, Preferred Stock Merger Consideration or more certificates representing the number of shares of Company Shares Warrant Merger Consideration, as applicable (after giving effect to which such holder is entitled any required Tax withholdings pursuant to the provisions of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b3.6(f)), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement and the Allocation Statement. Each Certificate so surrendered shall be deemed to have been delivered in full satisfaction cancelled. All payments of all rights pertaining Common Stock Merger Consideration, the Preferred Stock Merger Consideration, and the Warrant Merger Consideration with respect to such New Century Sharescancelled Certificates or Affidavits of Lost Certificate shall be made by the Paying Agent or the Company, respectively, as promptly as reasonably practicable in accordance with Section 3.6(a). If, after the Effective Time, New Century Certificates are any Certificate is presented for any reasonto the Surviving Corporation or Parent, they it shall be cancelled and exchanged as provided in this Section 1.63.6. No interest shall be paid or accrued on any amount payable upon due surrender of the Certificates.

Exchange of Certificates. (a) Upon At the Closing, the Shareholder shall surrender his PRN Stock Certificate(s) to the Company of Surviving Corporation, together with such transmittal documents as the certificates representing Surviving Corporation may reasonably require, and the New Century Shares (collectively, Surviving Corporation shall deliver to such Shareholder the "New Century Certificates"), the holders of such New Century Certificates shall each aggregate Merger Consideration to be entitled to receive in exchange therefor one or more certificates representing the number of shares of Company Shares to which such holder is entitled paid at Closing pursuant to the provisions of Section 1.4(b) hereof1.8. (b) Each New Century Certificate converted into Company Shares No fractional shares of HALIS Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any Shareholder who would otherwise be entitled to receive a fraction of a share of HALIS Common Stock (after aggregating all fractional shares of HALIS Common Stock issuable to such holder) shall, by virtue upon surrender of the Merger and without any action on the part of the holder thereof, cease to be outstandingsuch Shareholder's PRN Stock Certificate(s), be cancelled and retired and cease to exist. paid in cash at a rate of $2.37 per share in lieu of such fractional shares. (c) Until surrendered as contemplated by this Section 1.6(b)1.7, each holder PRN Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a pro rata share of New Century Shares the Merger Consideration. If any PRN Stock Certificate shall thereafter cease have been lost, stolen or destroyed, HALIS may, in its discretion and as a condition precedent to possess the issuance of any rights certificate representing HALIS Common Stock, require the owner of such lost, stolen or destroyed PRN Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as HALIS may reasonably direct) as indemnity against any claim that may be made against HALIS with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereof. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century PRN Stock Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares The shares of HALIS Common Stock to be issued in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (e) HALIS shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of PRN Common Stock pursuant to this Agreement such amounts as HALIS 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 having been paid to the Person to whom such amounts would otherwise have been paid. (f) HALIS shall not be liable to any holder or former holder of PRN Common Stock for any shares of HALIS Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed any public official pursuant to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Ifany applicable abandoned property, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6escheat or similar law.

Exchange of Certificates. (a) Upon surrender At or promptly after the Effective Time, Parent shall cause its transfer agent to prepare two certificates for each holder of Company Shares who, taking into account Section 1.8(c) below, will receive Merger Shares, such certificates together representing the total number of shares of Parent Common Stock issuable pursuant to the Merger in respect of Company of the certificates representing the New Century Shares held by such holder (collectively, the "New Century CertificatesShare Amount"), as follows: (a) one certificate (the holders "Escrow Certificate") shall represent ten percent of such New Century Certificates holder's Share Amount (rounded up to the nearest whole number of shares of Parent Stock), shall be in the name of State Street Bank and Trust Company of California, N.A., as escrow agent (the "Escrow Agent"), and shall be delivered to the Escrow Agent as security for such holder's indemnity obligations under Section 9 hereof and (b) one certificate (the "Balance Certificate") shall represent the balance of such holder's Share Amount after deducting therefrom the shares of Parent Common Stock being placed in escrow hereunder. At the Escrow Agent's request, one certificate may be issued in the name of the Escrow Agent for deposit in escrow in lieu of separate Escrow Certificates. At and after the Effective Time, each holder shall be entitled to receive in exchange therefor one such holder's Balance Certificate upon delivery to Parent of a certificate or more certificates representing the full number of shares of Company Shares to which held by such holder is entitled pursuant immediately prior to the provisions Effective Time, together with a properly completed transmittal letter. The Escrow Agent shall hold and administer the shares of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue Parent Common Stock delivered to it hereunder in accordance with the terms of an escrow agreement dated as of the Merger Effective Date among Parent, the Shareholder Representatives (as defined there) and without any action on the part of Escrow Agent (the holder thereof"Escrow Agreement"), cease such Escrow Agreement to be outstanding, be cancelled and retired and cease to existsubstantially in the form of Exhibit E attached hereto. Until surrendered as contemplated by this Section 1.6(b)1.8, each holder of New Century Shares Company Stock Certificate shall thereafter cease be deemed, from and after the Effective Time, to possess any rights with respect to such shares, except represent only the right to receive upon such surrender number of a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Shares Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as provided by Section 1.4(ba condition precedent to 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 to deliver a bond (in such sum as Parent may reasonably direct) hereofas indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cb) No dividends on or other distributions declared or made with respect to Parent Common Stock with a record date after the Company Shares Effective Time shall be paid to the holder of any unsurrendered New Century Company Stock Certificate until such New Century Certificate is surrendered; providedwith respect to the shares of Parent Common Stock represented thereby, however, that upon surrender and no cash payment in lieu of an New Century Certificate, there any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (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 amount Merger, and no certificates for any such fractional shares shall be issued, provided that fractional shares resulting from the conversion of dividends, if any, which theretofore became payable, but which were not paid each class of shares held by reason holders of the foregoing, with respect to the number more than one class of shares of the Company Shares issued will be aggregated before determining whether a fractional share remains. In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such surrender. Subject holder's Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled theretonearest whole cent), without interest, determined by multiplying such fraction by the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of deliveryParent Common Share Market Price. (d) All The shares of Parent Common Stock to be issued in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall, until such time that the shares are not so restricted under the Securities Act, bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise, if any): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE." (e) Parent and the Surviving Corporation 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 Shares pursuant to this Agreement such amounts as Parent or the Surviving Corporation 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 having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed any public official pursuant to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Ifany applicable abandoned property, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6escheat or similar law.

Exchange of Certificates. (a) Parent shall authorize one or more persons to act as Exchange Agent hereunder (the "Exchange Agent") for at least (i) the period commencing on the date hereof and ending six months after the Effective Time, (ii) the period commencing on the First Milestone Date and ending six months after such date, and (iii) the period commencing on the Second Milestone Date and ending six months after such date. At least seven business days prior to the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock that will be converted into the right to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, (ii) such other customary documents as may be required including without limitation, a Form W-9, and (iii) instructions for surrendering their Certificates in exchange for the Initial Merger Consideration (the "Transmittal Materials"). Promptly after the Effective Time, the Exchange Agent will deliver to each Company stockholder who has properly completed and returned such Transmittal Materials to the Exchange Agent at or prior to the Closing, together with the Certificate or Certificates which immediately prior to the Effective Time represented such holder's outstanding shares of Company Common Stock, (i) 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 so surrendered shall have been converted pursuant to SECTION 1.6(a) and (ii) a check in the amount of any cash due with respect to such shares pursuant to SECTION 1.6(c) or SECTION 1.13. No interest shall be paid or shall accrue on any such amounts. At the Effective Time, Parent shall deliver to the Exchange Agent sufficient shares of Parent Common Stock and cash for any fractional shares to satisfy the Initial Merger Consideration. (b) Promptly after the Effective Time, but in no event later than five business days following the Effective Time, Parent or the Exchange Agent will send to each former holder of record of shares of Company Common Stock that were converted into the right to receive the Merger Consideration who has not previously submitted properly completed Transmittal Materials with Certificates to the Exchange Agent at or before the Closing, as permitted by SECTION 1.9(a) above, instructions for exchanging his, her or its Certificates for the applicable portion of the Initial Merger Consideration into which such shares of Company Common Stock (other than any Dissenting Shares) have been converted. Upon surrender of Certificates for cancellation to the Company Exchange Agent, together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of, and title to, the Certificates shall pass, only upon delivery of the certificates representing Certificates to the New Century Shares (collectivelyExchange Agent) and other requested documents and in accordance with the instructions thereon, the "New Century Certificates"), the holders holder of such New Century Certificates shall each be entitled to receive in exchange therefor one or more certificates (i) a certificate representing the that number of whole shares of Parent Common Stock into which the shares of Company Shares to which such holder is entitled Common Stock and Company Preferred Stock theretofore represented by the Certificates so surrendered shall have been converted pursuant to SECTION 1.6(a) and (ii) a check in the provisions amount of Section 1.4(b) hereof. (b) Each New Century Certificate converted into Company Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights cash due with respect to such shares, except the right shares pursuant to receive upon SECTION 1.6(c) or SECTION 1.13. No interest shall be paid or shall accrue on any such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofamounts. (c) No dividends on the Company Shares shall be paid to the holder of any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, that upon surrender of an New Century Certificate, there shall be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares Until surrendered in accordance with the terms provisions of this Agreement SECTION 1.9, each Certificate shall represent for all purposes only the right to receive the Merger Consideration and, if applicable, amounts under SECTION 1.13. Shares of Parent Common Stock into which shares of Company Common Stock and Company Preferred Stock shall be converted in the Merger at the Effective Time shall be deemed to have been delivered 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 all rights pertaining the Exchange Agent that such tax has been paid or is not applicable. Beginning the date which is six months following the Closing Date, Parent shall act as the Exchange Agent with respect to the Initial Merger Consideration and thereafter any holder of an unsurrendered Certificate shall look solely to Parent for any Initial Merger Consideration to which such New Century SharesHolder may be due, subject to applicable law. IfBeginning on the date that is six months following each of the First Milestone Date and the Second Milestone Date, Parent shall act as the Exchange Agent with respect to the portion of the Contingent Merger Consideration that is payable with respect to the First Milestone or Second Milestone, as the case may be, and thereafter any Holder shall look solely to Parent for any Contingent Merger Consideration to which such Holder may be due, subject to applicable law. Notwithstanding any other provisions of this Agreement, any portion of the Initial Merger Consideration or the Contingent Merger Consideration remaining unclaimed five years after the Effective Time, New Century Certificates are presented for the First Milestone Date or the Second Milestone Date, as the case may be, (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any reasonGovernmental Entity) shall, they to the extent permitted by law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto. (d) Notwithstanding the foregoing, no amounts shall be cancelled payable at the Effective Time with respect to any Dissenting Shares or any shares of Company Common Stock with respect to which dissenters' rights have not terminated. In the case of Dissenting Shares, payment shall be made in accordance with SECTION 1.6(f) and exchanged the DGCL. In the case of any shares of Company Common Stock with respect to which dissenters' rights have not terminated as provided of the Effective Time, if such shares of Company Common Stock become Dissenting Shares, payment shall be made in accordance with SECTION 1.6(f) and the DGCL, and if, instead, the dissenters' rights with respect to such Dissenting Shares irrevocably terminate after the Effective Time, such Dissenting Shares shall be entitled to receive the Merger Consideration, subject to the other provisions of this Section 1.6Agreement.

Exchange of Certificates. (a) Upon surrender At the Closing, certificates (the "CERTIFICATES") representing all of the issued and outstanding shares of Company Capital Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be canceled in exchange for the amount in cash and a certificate representing the number of whole shares of Parent Common Stock (other than the Escrow Deposit, as defined below) into which the Company Capital Stock evidenced by the Certificates so surrendered shall have been converted pursuant to Section 2.2(a) of this Agreement. Such certificates representing shares of Parent Common Stock will be delivered to the Company Shareholder within ten (10) business days after the Closing. The cash component of the certificates representing Merger Consideration shall, at Closing, be wired to an account designated by the New Century Shares Shareholder for further distribution to the Shareholder, less any expenses allocated to the Shareholder pursuant to Section 7.5. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed for all corporate purposes to evidence ownership of (collectivelyA) the number of whole shares of Parent Common Stock into which the shares of Company Capital Stock have been converted and (B) the amount of cash issuable upon conversion of such shares of Company Capital Stock, but shall have no other rights. From and after the "New Century Certificates")Effective Time, the holders of shares of Company Capital Stock shall cease to have any rights in respect of such New Century Certificates shares and their rights shall each be entitled solely in respect of the amount of cash and Parent Common Stock into which such shares of Company Capital Stock have been converted. (b) If any cash is to receive be paid and any shares of Parent Common Stock are to be issued in the name of a person other than the person in whose name the Certificate(s) surrendered in exchange therefor one is registered, it shall be a condition to the issuance of such shares that (i) the Certificate(s) so surrendered shall be transferable and shall be properly assigned, endorsed or more certificates representing accompanied by appropriate stock powers, (ii) such transfer shall otherwise be proper and (iii) the number person requesting such transfer shall pay Parent, or its exchange agent, any transfer or other taxes payable by reason of the 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 Shares Capital Stock for cash and shares of Parent issuable to which such holder is entitled pursuant to the provisions of Section 1.4(b2.2(a) hereof. (b) Each New Century Certificate converted into Company Shares shallof this Agreement that are delivered to a public official pursuant to applicable abandoned property, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6(b), each holder of New Century Shares shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender number of shares of Company Shares as provided by Section 1.4(b) hereofescheat or similar laws. (c) No dividends on In the Company Shares event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be paid lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificate the cash and shares of Parent Common Stock issuable in exchange therefor pursuant to the holder provisions of Section 2.2(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, at Parent's option, either a performance bond or an indemnity agreement against any unsurrendered New Century Certificate until such New Century Certificate is surrendered; provided, however, claim that upon surrender of an New Century Certificate, there shall may be paid to such holder the amount of dividends, if any, which theretofore became payable, but which were not paid by reason of the foregoing, made against Parent with respect to the number of shares of Company Shares issued upon such surrender. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any New Century Certificate, there shall be delivered to the holder entitled thereto, without interest, the amount of dividends so withheld as of any date subsequent to the Effective Date and prior to such date of delivery. (d) All Company Shares delivered to the New Century Shareholders in respect of the New Century Shares in accordance with the terms of this Agreement shall be deemed Certificate alleged to have been delivered in full satisfaction of all rights pertaining to such New Century Shares. Iflost, after the Effective Time, New Century Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6stolen or destroyed.