Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, into which such shares of Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to restrictions on transferability as the certificates of Parent so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of PASW, Inc. California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer Corporate Stock Transfer, as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent PASW, Inc. California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s capital stock into which such shares of Common Stock of Parent PASW, Inc. California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent PASW, Inc. California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of CEEE Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to Continental Stock Transfer & Trust Company, or such other entity as the Surviving Corporation or to its transfer Company so designates as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of CEEE Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of CEEE Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent CEEE so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Atlantic stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Atlantic that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Sierra-California Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or to its transfer agent Boston EquiServe, L.P. (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Sierra-California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 aboverespectively, into which such shares of Sierra-California Common Stock of Parent Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Sierra-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary the Surviving Corporation's stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of ADA California Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or an exchange agent, whose name will be delivered to its transfer agent such holders prior to any requested exchange (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of ADA California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of ADA California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent ADA California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary ADA Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary ADA Delaware that such tax has been paid or is not payable.. 3 4 IV. GENERAL 4.1

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of PARENT Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its PARENT’s transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent PARENT capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s capital stock into which such shares of Common Stock of Parent PARENT capital stock were converted in the Merger. . a. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. . b. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent PARENT so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. . c. If any certificate for shares of Subsidiary the Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of uDate California Common Stock of Parent may, at such stockholder's option, but need not, surrender the same for cancellation to the Surviving Corporation or to its transfer agent for the uDate California Common Stock, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of uDate California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of uDate California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent uDate California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary uDate Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to uDate Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary uDate Delaware that such tax has been paid or is not payable.

Exchange of Certificates. i) After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Intevac California Common Stock of Parent may, at such stockholder's ’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer Computershare Trust Company, N.A., as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein provided. . ii) Until so surrendered, each outstanding certificate theretofore representing shares of Intevac California Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Intevac California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. . iii) Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Intevac California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. . iv) If any certificate for shares of Subsidiary stock the Surviving Corporation’s Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Reincorporation Merger, each holder of an outstanding certificate representing shares of Common Stock of Parent FAO California common stock may, at such stockholder's option, but need not, surrender the same for cancellation to the Surviving Corporation or to its transfer U.S. Stock Transfer Company as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock common stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent FAO California common stock shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, common stock into which such shares of Common Stock of Parent FAO California common stock were converted in the Reincorporation Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Reincorporation Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent FAO California so converted and given in exchange therefor, unless otherwise therefor or such other legend or no legend as agreed upon by the holder and the Surviving Corporation as determined by the Board board of Directors directors of the Surviving Corporation in compliance with applicable lawslaw. If any certificate for shares of Subsidiary FAO, Inc. stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to FAO, Inc. or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary FAO, Inc. that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Liquidmetal California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer American Stock Transfer & Trust Company, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Liquidmetal California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Liquidmetal California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Liquidmetal California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Liquidmetal Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Liquidmetal Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Liquidmetal Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding a certificate representing shares of Common Stock of Parent Cisco Systems California common stock outstanding immediately prior to the Effective Time may, at such stockholder's shareholder’s option, surrender the same for cancellation to a transfer agent designated by the Surviving Corporation or to its transfer agent (the "Exchange “Transfer Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock ’s common stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent Cisco Systems California common stock outstanding immediately prior to the Effective Time shall be deemed for all purposes purposes, from and after the Effective Time, to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s common stock into which such shares of Common Stock of Parent Cisco Systems California common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Transfer Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Transfer Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Cisco Systems California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 such additional legends as agreed upon by reason of issuance of such new certificate in a name other than that of the registered holder of and the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payableSurviving Corporation.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of ▇▇▇▇.▇▇▇ California Common Stock of Parent may, at such stockholderholder's option, surrender the same for cancellation to the transfer agent and registrar for the Common Stock of the Surviving Corporation or to its transfer Corporation, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Common Stock of the Surviving Corporation's Common Stock Corporation into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of ▇▇▇▇.▇▇▇ California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of Common Stock of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of ▇▇▇▇.▇▇▇ California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent ▇▇▇▇.▇▇▇ California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary ▇▇▇▇.▇▇▇ Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary ▇▇▇▇.▇▇▇ Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Solectron California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer Boston EquiServe L.P., as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Solectron California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Solectron California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Solectron California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Solectron Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.proper

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Foothill California Common Stock of Parent may, at such stockholdershareholder's option, surrender the same for cancellation to the Surviving Corporation or to its ChaseMellon Shareholder Services, Inc., as transfer agent (the "Exchange Transfer Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Foothill California Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such the shares of Foothill California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Transfer Agent of any such outstanding certificate shall, until such certificate has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Transfer Agent, have and be entitled to exercise any voting and or other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to restrictions on transferability as the certificates of Parent Foothill California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of Common Stock Hanover California common stock outstanding immediately prior to the Effective Date of Parent the Merger may, at such stockholdershareholder's option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "" Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock common stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock Hanover California common stock outstanding immediately prior to the Effective Date of Parent the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, common stock into which such shares of Common Stock of Parent Hanover California common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Hanover California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 such additional legends as agreed upon by reason of issuance of such new certificate in a name other than that of the registered holder of and the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payableSurviving Corporation.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of Common Stock NovaBay CA common stock outstanding immediately prior to the Effective Date of Parent the Merger may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock ’s common stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock NovaBay CA common stock outstanding immediately prior to the Effective Date of Parent the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s common stock into which such shares of Common Stock of Parent NovaBay CA common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent NovaBay CA so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 such additional legends as agreed upon by reason of issuance of such new certificate in a name other than that of the registered holder of and the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payableSurviving Corporation.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Common Stock of Parent FutureLink Colorado common stock may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer to, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock common stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent FutureLink Colorado common stock shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, common stock into which such shares of Common Stock of Parent FutureLink Colorado common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent FutureLink Colorado so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation or required by applicable law. If any certificate for shares of Subsidiary FutureLink Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to FutureLink Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary FutureLink Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of TriQuint California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services, Inc. as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of TriQuint California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of TriQuint California Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of TriQuint California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent TriQuint California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary TriQuint Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to TriQuint Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary TriQuint Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Dura California Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or an exchange agent, whose name will be delivered to its transfer agent such holders prior to any requested exchange (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Dura California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Dura California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Dura California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Dura Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Dura Delaware that such tax has been paid or is not payable. No action need be taken by holders of Dura California Common Stock to exchange their certificates for shares of Dura Delaware Common Stock; this will be accomplished at the time of the next transfer by the shareholder. Certificates for shares of Dura California will automatically represent an equal number of shares of Dura Delaware upon the Effective Date of the Merger.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of CyberDefender California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer Continental Stock Transfer & Trust Company as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent CyberDefender California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s capital stock into which such shares of Common Stock of Parent CyberDefender California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent CyberDefender California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary the Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder ------------------------ of an outstanding certificate representing shares of Sierra-California Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or to its transfer agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Sierra-California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 aboverespectively, into which such shares of Sierra-California Common Stock of Parent Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Sierra-California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary the Surviving Corporation's stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Ikona-Nevada Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer agent (the "Exchange Agent")agent, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Ikona-Nevada Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, into Stockinto which such shares of Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent Ikona-Nevada of any shares of capital stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agentits transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends any dividend and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Ikona-Nevada so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary capital stock of the Surviving Corporation is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent Surviving Corporation or its transfer agent any transfer or other taxes payable by reason of issuance of such new certificate certificates in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of CMI California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of CMI California Common Stock of Parent or Preferred Stock shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock or Preferred Stock, as adjusted pursuant to Section 3.1 above, into which such shares of CMI California Common Stock of Parent or Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock and Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to restrictions on transferability as the certificates of Parent CMI California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerTime, each holder of an outstanding certificate representing shares of Accuray California Common Stock of Parent may, at such stockholder's ’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered such holders’ shares of Accuray California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore theretofor representing shares of Accuray California Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Accuray California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Accuray California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Accuray Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to Accuray Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Accuray Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of MTI California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer agent (the "Exchange Agent")Corporation, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of MTI California Common Stock of Parent or Preferred Stock shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock or Preferred Stock into which such shares of MTI California Common Stock of Parent or Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange AgentCorporation, have and be entitled to exercise voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing shares of Common Stock and Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to restrictions on transferability as the certificates of Parent MTI California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary MTI Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary MTI Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of CPRT California Common Stock of Parent may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's CPRT Delaware Common Stock into which the shares formerly representing by the surrendered shares certificate were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of CPRT California Common Stock of Parent outstanding immediately prior to the Effective Date shall be deemed for all purposes purposes, from and after the Effective Date, to represent the number of shares of the Surviving Corporation's CPRT Delaware Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of CPRT California Common Stock of Parent were converted and the associated Rights in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of CPRT Delaware Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing shares of CPRT Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates certificate of Parent CPRT California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of FFI-California Common Stock of Parent may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive receive, in exchange therefor therefor, a certificate or certificates representing the number of shares of the Surviving Corporation's FFI-Delaware Common Stock into which the shares formerly representing by the surrendered shares certificate were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of FFI-California Common Stock of Parent outstanding immediately prior to the Effective Date shall be deemed for all purposes purposes, from and after the Effective Date, to represent the number of shares of the Surviving Corporation's FFI-Delaware Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of FFI-California Common Stock of Parent were converted in the Merger. In addition: (a) The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of FFI-Delaware Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. . (b) Each certificate representing shares of FFI-Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates certificate of Parent FFI-California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of ILGN-Texas Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or an exchange agent, whose name will be delivered to its transfer agent holders prior to any requested exchange (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Stock, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of ILGN-Texas Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, into which such shares of ILGN-Texas Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent ILGN-Texas so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary the Company's stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Company that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Common Stock of Parent may, at such stockholder's option, Merging Corporation common stock may be asked to surrender the same for cancellation to the Surviving Corporation or an exchange agent, whose name will be delivered to its transfer agent holders prior to any requested exchange (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock Corporation Stock, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent Merging Corporation common stock shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Corporation Stock into which such shares of Common Stock of Parent Merging Corporation common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation Stock represented by such outstanding certificate as provided above. Each certificate representing Common Stock shares of the Surviving Corporation Stock so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Merging Corporation so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock Surviving Corporation Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Acacia California Common Stock of Parent may, at such stockholderholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer U.S. Stock Transfer Co., as exchange agent (the "Exchange AgentEXCHANGE AGENT"), and each such holder shall will be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Acacia California Common Stock of Parent shall will be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Acacia California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shallwill, until such certificate has will have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall will bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Acacia California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, and any additional legends agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Acacia Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall will be a condition of issuance thereof that the certificate so surrendered shall will be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Acacia Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Acacia Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of SM&A California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer U.S. Stock Transfer Corporation, as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent SM&A California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s capital stock into which such shares of Common Stock of Parent SM&A California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent SM&A California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Landec California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer agent StockTrans, Inc. (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent Landec California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s capital stock into which such shares of Common Stock of Parent Landec California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Landec California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary the Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of DWM California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer Corporate Stock Transfer, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of DWM California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of DWM California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent DWM California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary DWM Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper under any and all applicable federal, state and local securities laws to the satisfaction of counsel for DWM Delaware, and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary DWM Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of SJW California Common Stock of Parent may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's SJW Delaware Common Stock into which the shares formerly representing by the surrendered shares certificate were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of SJW California Common Stock of Parent outstanding immediately prior to the Effective Date shall be deemed for all purposes purposes, from and after the Effective Date, to represent the number of shares of the Surviving Corporation's SJW Delaware Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of SJW California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of SJW Delaware Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing shares of SJW Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates certificate of Parent SJW California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of National Superstars Common Stock of Parent may, at such stockholder's shareholder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer , as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of National Superstars Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of National Superstars Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent National Superstars so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Holdings stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Holdings or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish established to the satisfaction of Subsidiary Holdings that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of OSI California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer StockTrans, Inc. as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent OSI California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s capital stock into which such shares of Common Stock of Parent OSI California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent OSI California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Surviving Corporation’s stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of Common Stock Pure California common stock outstanding immediately prior to the Effective Date of Parent the Merger may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock ’s common stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock Pure California common stock outstanding immediately prior to the Effective Date of Parent the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s common stock into which such shares of Common Stock of Parent Pure California common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Pure California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 such additional legends as agreed upon by reason of issuance of such new certificate in a name other than that of the registered holder of and the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payableSurviving Corporation.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Common Stock of Parent Aspec California capital stock may, at such stockholder's option, surrender the same for cancellation to the exchange agent designated by the Surviving Corporation or to its transfer agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent Aspec California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, into which such shares of Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Aspec California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Aspec Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Aspec Delaware that such tax has been paid or is not payable.

Exchange of Certificates. (a) After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Pizza California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer American Stock Transfer & Trust Company, as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Pizza California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Pizza California Common Stock of Parent were converted in the Merger. . (b) The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by by, such outstanding certificate as provided above. . (c) Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Pizza California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. , or other such additional legends as agreed upon by the holder and the Surviving Corporation. (d) If any certificate for shares of Subsidiary the Surviving Corporation stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof thereof: (i) that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, ; (ii) that such transfer otherwise be proper and comply with applicable securities laws; and (iii) that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of ENCAD California Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or an exchange agent, whose name will be delivered to its transfer agent such holders prior to any requested exchange (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of ENCAD California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of ENCAD California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent ENCAD California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary ENCAD Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary ENCAD Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Common Stock of Parent Catapult California capital stock may, at such stockholdershareholder's option, surrender the same for cancellation to the transfer agent and registrar for the Common Stock of the Surviving Corporation or to its transfer Corporation, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent Catapult California capital stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporationappropriate class and series of the surviving corporation's Common Stock, as adjusted pursuant to Section 3.1 above, capital stock into which such shares of Common Stock of Parent Catapult California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Catapult California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Catapult Nevada stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Catapult Nevada that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Network Appliance California Common Stock of Parent may, at such stockholder's option, but need not, surrender the same for cancellation to the Surviving Corporation or to its transfer Computershare Investor Series as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Network Appliance California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Network Appliance California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Network Appliance California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Network Appliance Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Network Appliance Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Network Appliance Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of W-S California Common Stock of Parent may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's W-S Delaware Common Stock into which the shares formerly representing by the surrendered shares certificate were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of W-S California Common Stock of Parent outstanding immediately prior to the Effective Date shall be deemed for all purposes purposes, from and after the Effective Date, to represent the number of shares of the Surviving Corporation's W-S Delaware Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of W-S California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of W-S Delaware Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing shares of W-S Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates certificate of Parent W-S California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, ------------------------ each holder of an outstanding certificate representing shares of Active California Common Stock of Parent may, at such stockholder's option, or Preferred Stock may be asked to surrender the same for cancellation to the Surviving Corporation or an exchange agent, whose name will be delivered to its transfer agent holders prior to any requested exchange (the "Exchange Agent"), and each such holder -------------- shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the appropriate class and series of the Surviving Corporation's Common Stock capital stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Common Stock of Parent Active California capital stock shall be deemed for all purposes to represent the number of whole shares of the appropriate class and series of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, capital stock into which such shares of Common Stock of Parent Active California capital stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock capital stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock capital stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Active California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Surviving Corporation's stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of TouchStone California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer Manufacturers Hanover Trust Company, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of TouchStone California Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of TouchStone California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent TouchStone California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary TouchStone Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary TouchStone Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Linear California Common Stock of Parent may, at such stockholder's option, but need not, surrender the same for cancellation to the Surviving Corporation or to its transfer agent for the Linear California Common Stock, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Linear California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Linear California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Linear California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Linear Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Linear Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Linear Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After (a) From and after the Effective Date of the MergerTime, each holder of an outstanding certificate representing or certificates ("CERTIFICATES") which represented shares of Target Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation or Target Preferred Stock immediately prior to the Surviving Corporation or Effective Time shall have the right to its transfer agent (the "Exchange Agent")surrender each Certificate to Acquiror, and each such holder shall be entitled to receive in exchange therefor for all Certificates held by such holder a certificate or certificates representing the number of whole shares of Acquiror Common Stock (other than the Surviving Corporation's Escrow Shares) into which the Target Common Stock or Target Preferred Stock evidenced by the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in such form as may be mutually agreed by Acquiror and Target. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Target Common Stock or Target Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Acquiror Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Target Common Stock of Parent shall be deemed for all purposes or Target Preferred Stock have been converted but shall, subject to represent applicable dissenters rights under California Law and Section 2.3, have no other rights. Subject to dissenters rights under California Law and Section 2.3 from and after the number Effective Time, the holders of shares of Target Common Stock or Target Preferred Stock shall cease to have any rights in respect of such shares and their rights shall be solely in respect of the Surviving Corporation's Acquiror Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Target Common Stock or Target Preferred Stock have been converted. From and after the Effective Time, there shall be no further registration of Parent were converted in the Merger. The registered owner transfers on the books and records of the Surviving Corporation Target of shares of Target Common Stock or the Exchange Agent of any such Target Preferred Stock outstanding certificate shall, until such certificate has been surrendered for transfer or conversion or otherwise accounted for immediately prior to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise voting and other rights with respect to and to receive dividends and other distributions upon the Effective Time. (b) If any shares of Acquiror Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to restrictions on transferability as the certificates of Parent so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is are to be issued in the name of a name person other than that the person in which whose name the certificate Certificate(s) surrendered in exchange therefor is registered, it shall be a condition to the issuance of issuance thereof such shares that (i) the certificate Certificate(s) so surrendered shall be transferable, and shall be properly assigned, endorsed and otherwise in proper form for transferor accompanied by appropriate stock powers, that (ii) such transfer shall otherwise be proper and that (iii) the person requesting such transfer shall pay to the Exchange Agent Acquiror, or its exchange agent, any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered foregoing or establish to the satisfaction of Subsidiary Acquiror that such tax has taxes have been paid or is are not payablerequired to be paid. Notwithstanding the foregoing, neither Acquiror or Target shall be liable to a holder of shares of Target Common Stock or Target Preferred Stock for shares of Acquiror Common Stock issuable to such holder pursuant to the provisions of Article II of the Agreement that are delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (c) 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, Acquiror shall issue in exchange for such lost, stolen or destroyed Certificate the shares of Acquiror Common Stock issuable in exchange therefor pursuant to the provisions of Article II of the Agreement. The Board of Directors of Acquiror 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 Acquiror an indemnity agreement against any claim that may be made against Acquiror with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange of Certificates. After the Effective Date of the Mergermerger, each holder of an outstanding certificate representing shares of HHH Common Stock of Parent may, at such stockholder's option, may be asked to surrender the same for cancellation to the Surviving Corporation or to its transfer agent American Registrar & Transfer Co. (the "Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of HHH Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 aboverespectively, into which such shares of HHH Common Stock of Parent Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent .HHH so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary the Surviving Corporation's stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Tier California Common Stock of Parent may, at such stockholder's ’s option, but need not, surrender the same for cancellation to the Surviving Corporation or to its transfer agent for the Tier California Common Stock, as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Tier California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Tier California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Tier California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary Tier Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor therefore is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to Tier Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Tier Delaware that such tax has been paid or is not payable.

Exchange of Certificates. (a) After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of SonomaWest California Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer Continental Stock Transfer & Trust Company, as exchange agent (the "Exchange Agent"“ExchangeAgent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of SonomaWest California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of SonomaWest California Common Stock of Parent were converted in the Merger. . (b) The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by by, such outstanding certificate as provided above. . (c) Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent SonomaWest California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. , or other such additional legends as agreed upon by the holder and the Surviving Corporation. (d) If any certificate for shares of Subsidiary the Surviving Corporation stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof thereof: (i) that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, ; (ii) that such transfer otherwise be proper and comply with applicable securities laws; and (iii) that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Callaway Golf California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer ChaseMellon Shareholder Services, L.L.C. as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered such holders' shares of Callaway Golf California Common Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Callaway Golf California Common Stock of Parent shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Callaway Golf California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Callaway Golf California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Callaway Golf Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to Callaway Golf Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Callaway Golf Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Mondavi California Common Stock of Parent may, at such stockholder's ’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer Mellon Investor Services as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Mondavi Delaware Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Mondavi California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Mondavi Delaware Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Mondavi California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Mondavi Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Mondavi California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary stock Mondavi Delaware Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the MergerDate, each holder of an outstanding certificate representing shares of Telecom Common Stock of Parent or Telecom Preferred Stock may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer Corporate Stock Transfer, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Corporation Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Telecom Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Corporation Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Telecom Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shallNo fractional shares shall be issued but, until such certificate has been surrendered for transfer or conversion or otherwise accounted for rather, shall be rounded up to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided abovenext nearest whole share. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent so converted and given in exchange thereforTelecom, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Corporation. If any certificate for shares of Subsidiary the Corporation stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of OnTrak California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer The First National Bank of Boston, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of OnTrak California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of OnTrak California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent OnTrak California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary OnTrak Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary OnTrak Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of Common Stock Southwest Gas California common stock outstanding immediately prior to the Effective Date of Parent the Merger may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock ’s common stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Common Stock Southwest Gas California common stock outstanding immediately prior to the Effective Date of Parent the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, ’s common stock into which such shares of Common Stock of Parent Southwest Gas California common stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Southwest Gas California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 such additional legends as agreed upon by reason of issuance of such new certificate in a name other than that of the registered holder of and the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payableSurviving Corporation.

Exchange of Certificates. (a) After the Effective Date Time of the Merger, each holder of an outstanding certificate representing shares of Syms Common Stock of Parent may, at such stockholder's holder’s option, surrender the same for cancellation to the Surviving Corporation or to its transfer American Stock Transfer & Trust Company, as exchange agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's ’s Common Stock into which the surrendered shares were converted as herein providedprovided herein. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Syms Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's ’s Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Syms Common Stock of Parent were converted in the Merger. . (b) The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by by, such outstanding certificate as provided above. . (c) Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent so converted and given Syms surrendered in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. , or other such additional legends as agreed upon by the holder and the Surviving Corporation. (d) If any certificate for shares of Subsidiary the Surviving Corporation stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof thereof: (i) that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, ; (ii) that such transfer otherwise be proper and comply with applicable securities laws; and (iii) that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding a certificate representing shares of CA Common Stock outstanding immediately prior to the Effective Date of Parent the Merger may, at such stockholder's shareholder’s option, surrender the same for cancellation to an exchange agent designated by the Surviving Corporation or to its transfer agent (the "“Exchange Agent"”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's DE Common Stock into which the shares formerly represented by the surrendered shares certificate were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of CA Common Stock outstanding immediately prior to the Effective Date of Parent the Merger shall be deemed for all purposes purposes, from and after the Effective Date of the Merger, to represent the number of shares of the Surviving Corporation's DE Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of CA Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to to, and to receive dividends and other distributions upon the shares of of, DE Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing DE Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent CA Common Stock so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed 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 such additional legends as agreed upon by reason of issuance of such new certificate in a name other than that of the registered holder of and the certificate surrendered or establish to the satisfaction of Subsidiary that such tax has been paid or is not payableSurviving Corporation.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of INS California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer ChaseMellon Shareholder Services, as exchange agent (the "Exchange AgentEXCHANGE AGENT"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of INS California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of INS California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent INS California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary INS Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to INS Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary INS Delaware that such tax has been paid or is not payable.. 3

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Numerical Technologies California Common Stock of Parent or Numerical Technologies California Preferred Stock may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock or Preferred Stock into which the surrendered such holders' shares of Numerical Technologies California Common Stock or Numerical Technologies California Preferred Stock were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Numerical Technologies California Common Stock of Parent or Numerical Technologies California Preferred Stock shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock or Preferred Stock into which such shares of Numerical Technologies California Common Stock of Parent or Numerical Technologies California Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Numerical Technologies California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for shares of Subsidiary Numerical Technologies Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to Numerical Technologies Delaware or the Exchange Agent any transfer or other taxes payable by reason of the issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary Numerical Technologies Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of ▇▇▇▇▇ California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of ▇▇▇▇▇ California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of ▇▇▇▇▇ California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent ▇▇▇▇▇ California so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary ▇▇▇▇▇ Delaware stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to ▇▇▇▇▇ Delaware or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary ▇▇▇▇▇ Delaware that such tax has been paid or is not payable.

Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Mondavi California Common Stock of Parent may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation or to its transfer Mellon Investor Services as exchange agent (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of the Surviving Corporation's Mondavi Delaware Common Stock into which the surrendered shares were converted as herein provided. Until Unless and until so surrendered, each outstanding certificate theretofore representing shares of Mondavi California Common Stock of Parent shall be deemed for all purposes to represent the number of shares of the Surviving Corporation's Mondavi Delaware Common Stock, as adjusted pursuant to Section 3.1 above, Stock into which such shares of Mondavi California Common Stock of Parent were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate has shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Mondavi Delaware Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Parent Mondavi California so converted and given in exchange therefortherefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for shares of Subsidiary stock Mondavi Delaware Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of Subsidiary the Surviving Corporation that such tax has been paid or is not payable.